EX-10.1






EMPLOYMENT SECURITY AGREEMENT




This Employment Security Agreement (“Agreement”) is entered into as of this        day of
     , 20       by and between Newell Rubbermaid Inc., a Delaware corporation (“Employer”), and
     (“Executive”).



WITNESSETH:




WHEREAS, Executive is currently employed by Employer as the       ;



WHEREAS, Employer desires to provide certain security to Executive in connection with
Executive’s employment with Employer; and



WHEREAS, Executive and Employer desire to enter into this Agreement pertaining to the terms of
the security Employer is providing to Executive with respect to his employment.



NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:



1. Definitions. For purposes of this Agreement.



(a) “Affiliate” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange
Act of 1934.



(b) “Base Salary” shall mean Executive’s annual base salary at the rate in effect on the date
of a Change in Control, or if greater, the rate in effect immediately prior to Executive’s
termination of employment with Employer.



(c) “Bonus” shall mean an amount determined by multiplying Executive’s Base Salary by the
payout percentage that would apply to Executive based on (i) the job position held by Executive on
the date of a Change in Control or the date of Executive’s termination of employment with Employer
(whichever position is higher at the time) and (ii) attainment of the targeted performance goals at
a 100% level, as determined under the Management Cash Bonus Plan of Employer, or any prior or
successor plan or arrangement covering Executive (such amount to be determined regardless of
whether Executive would otherwise be eligible for a Bonus under the terms of any such plan or
arrangement or the extent to which the performance goals are actually met).



(d) “Code” means the Internal Revenue Code of 1986, as amended.



(e) “Change in Control” shall mean the occurrence of any of the following events:



(i) any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity (other than Employer or a trustee or other fiduciary holding
securities under an employee benefit plan of Employer), or any syndicate or group deemed to be a
person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act), directly or indirectly, of securities of Employer representing
25% or more of the combined voting power of Employer’s then outstanding securities entitled to vote
generally in the election of directors;



(ii) Employer is party to a merger, consolidation, reorganization or other similar transaction
with another corporation or other legal person unless, following such transaction, more than 50% of
the combined voting power of the outstanding securities of the surviving, resulting or acquiring
corporation or person or its parent entity entitled to vote generally in the election of directors
(or persons performing similar functions) is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial owners of
Employer’s outstanding securities entitled to vote generally in the election of directors
immediately prior to such transaction, in substantially the same proportions as their ownership,
immediately prior to such transaction, of Employer’s outstanding securities entitled to vote
generally in the election of directors;



(iii) Employer sells all or substantially all of its business and/or assets to another
corporation or other legal person unless, following such sale, more than 50% of the combined voting
power of the outstanding securities of the acquiring corporation or person or its parent entity
entitled to vote generally in the election of directors (or persons performing similar functions)
is then beneficially owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners of Employer’s outstanding securities entitled to vote
generally in the election of directors immediately prior to such sale, in substantially the same
proportions as their ownership, immediately prior to such sale, of Employer’s outstanding
securities entitled to vote generally in the election of directors; or



(iv) during any period of two consecutive years or less, individuals who at the beginning of
such period constituted the Board of Directors of Employer (and any new Directors, whose
appointment or election by the Board of Directors or nomination for election by Employer’s
stockholders was approved by a vote of at least two-thirds of the Directors then still in office
who either were Directors at the beginning of the period or whose appointment, election or
nomination for election was so approved) cease for any reason to constitute a majority of the Board
of Directors.



(f) “Good Cause” shall exist if, and only if:



(i) Executive willfully engages in misconduct in the performance of his duties that causes
material harm to Employer; or



(ii) Executive is convicted of a criminal violation involving fraud or dishonesty.



Without limiting the generality of the foregoing, the following shall not constitute Good Cause:
the failure by Executive and/or Employer to attain financial or other business objectives; any
personal or policy disagreement between Executive and Employer or any member of the Board of
Directors of Employer; or any action taken by Executive in connection with his duties if Executive
acted in good faith and in a manner he reasonably believed to be in, and not opposed to, the best
interest of Employer and had no reasonable cause to believe his conduct was improper.
Notwithstanding anything herein to the contrary, in the event Employer terminates the employment of
Executive for Good Cause hereunder, Employer shall give Executive at least 30 days prior written
notice specifying in detail the reason or reasons for Executive’s termination.



(g) “Good Reason” shall exist if, without the Executive’s written consent:



(i) there is a material change in the nature or the scope of Executive’s authority or duties;



(ii) Executive is required to report (A) to an officer with a materially lesser position or
title than the officer to whom Executive reported on the date of the Change in Control, if
Executive is not the Chief Executive Officer of Employer, or (B) to other than the entire Board, if
Executive is the Chief Executive Officer of Employer;



(iii) there is a material reduction in Executive’s rate of base salary;



(iv) Employer changes by 50 miles or more the principal location in which Executive is
required to perform services;



(v) Employer terminates or materially amends, or terminates or materially restricts
Executive’s participation in, any Incentive Plan or Retirement Plan so that, when considered in the
aggregate with any substitute Plan or Plans, the Incentive Plans and Retirement Plans in which he
is participating materially fail to provide him with a level of benefits provided in the aggregate
by such Incentive Plans or Retirement Plans prior to such termination or amendment, but expressly
excluding any reduction in benefits that is both applicable equally to all senior executives of
Employer who participate in the effected Incentive Plan(s) or Retirement Plan(s) and either (x) is
made in connection with an extraordinary decline in Employer’s earnings, share price or public
image, or (y) is undertaken in order to make such Incentive Plan(s) or Retirement Plan(s)
consistent with the executive compensation programs of those companies with whom Employer competes
for attracting/retaining executive talent; or



(vi) Employer materially breaches the provisions of this Agreement;



A termination of Executive’s employment by Executive shall not be deemed to be for Good Reason
unless (1) Executive gives notice to Employer of the existence of the event or condition
constituting Good Reason within thirty (30) days after such event or condition initially occurs or
exists, (2) the Employer fails to cure such event or condition within thirty (30) days after
receiving such notice, and (3) Executive’s “separation from service” within the meaning of Section
409A of the Code occurs not later than ninety (90) days after such event or condition initially
occurs or exists (or, if earlier, the last day of the Term).



(h) “Incentive Plan” shall mean any incentive, bonus, equity-based or similar plan or
arrangement currently or hereafter made available by Employer or an Affiliate in which Executive is
eligible to participate.



(i) “Retirement Plan” shall mean any qualified or supplemental defined benefit retirement plan
or defined contribution retirement plan, currently or hereinafter made available by Employer or an
Affiliate in which Executive is eligible to participate.



(j) “Severance Period” shall mean the period beginning on the date the Executive’s employment
with Employer terminates under circumstances described in Section 3 and ending on the date
24 months thereafter.



(k) “Welfare Plan” shall mean any plan or arrangement providing health, prescription drug,
vision, dental, disability, survivor income or life insurance benefits that is currently or
hereafter made available by Employer or an Affiliate in which Executive is eligible to participate.



2. Term. The term of this Agreement shall be the period beginning on the date hereof and
terminating on the date 24 months after the date of Executive’s termination of employment (the
“Term”).



3. Termination of Employment. If a Change in Control occurs, Executive shall be entitled to
the benefits described in Section 4 if at any time during the 24-month period following the Change
in Control (i) the employment of Executive with Employer is terminated by Employer for any reason
other than Good Cause, or (ii) Executive terminates his employment with Employer for Good Reason.



4. Benefits Upon Termination of Employment. Upon termination of Executive’s employment with
Employer under circumstances described in Section 3 above:



(a) Employer shall pay Executive, in a lump sum as soon as practicable following Executive’s
termination of employment, but in no event later than 30 days following such termination, the sum
of:



(i) two (2) times the sum of the Executive’s Base Salary and the Executive’s Bonus; plus



(ii) the Executive’s Bonus multiplied by a fraction, the numerator of which is the number of
days in the fiscal year in which the date of termination occurs through the date of termination and
the denominator of which is 365.



(b) Executive shall be entitled to receive any and all benefits accrued under any other
Incentive Plans to the date of termination of employment, the amount, entitlement to, form and time
of payment of such benefits to be determined by the terms of such Incentive Plans. For purposes of
calculating Executive’s benefits under the Incentive Plans, Executive’s employment shall be deemed
to have terminated by reason of retirement under circumstances that have the most favorable result
for Executive thereunder.



(c) Executive’s benefits accrued or credited through the date of termination of employment
under the Newell Rubbermaid Supplemental Executive Retirement Plan, or its successor (“SERP”) and
the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan, or its successor (the “2008 Deferred
Compensation Plan”) that are not vested as of the date of termination of employment shall be fully
vested and paid in accordance with the terms of the applicable plan (subject to any forfeiture
provisions applicable to the plans). Employer shall also pay to the Executive, in a lump sum as
soon as practicable following Executive’s termination of employment, but in no event later than
30 days following such termination, an amount equal to the Executive’s benefits accrued or credited
through the date of termination of employment under the Employer’s qualified defined contribution
plans that are not vested as of the date of termination of employment.



(d) If upon the date of termination of Executive’s employment, Executive holds any awards with
respect to securities of Employer, (i) all such awards that are options shall immediately become
exercisable upon such date and shall be exercisable thereafter until the earlier of the third
anniversary of Executive’s termination of employment or the expiration of the term of the options;
(ii) all restrictions on any awards of restricted securities shall terminate or lapse; and
(iii) all performance goals applicable to any performance-based awards shall be deemed satisfied at
the “target” level and paid in accordance with the terms of the applicable award agreement.



(e) During the Severance Period, Executive and his spouse and eligible dependents shall be
eligible for coverage under the Welfare Plans as follows:



(i) Coverage during the Severance Period under any Welfare Plan that is a group health plan as
defined in Title I, Part 6 of the Employee Retirement Income Security Act of 1974 (“COBRA”), shall
be provided under COBRA, except that the maximum coverage period shall be extended from 18 to 24
months. If Executive, his spouse, and/or his dependents elect COBRA coverage under any Welfare
Plan, Employer shall pay a portion of the COBRA premiums. The portion to be paid by Employer shall
equal the amount necessary so that the total of the COBRA premiums paid by Executive, his spouse,
and/or his dependents is equal to the premium that would have been paid by Executive for such
coverage as an active employee immediately prior to the Change in Control.



(ii) Executive and his spouse and eligible dependents shall continue to be covered by all
other Welfare Plans in which he or his spouse or eligible dependents were participating immediately
prior to the date of his termination of employment, upon the terms and subject to the conditions of
those plans as in effect immediately prior to the Change in Control or, if more favorable to
Executive, as in effect generally at any time thereafter with respect to other senior executives of
Employer, as if he continued to be an active employee of Employer, and Employer shall continue to
pay the costs of such coverage under such Welfare Plans on the same basis as is applicable to
active employees covered thereunder as in effect immediately prior to the Change in Control;
provided that, if participation in any one or more of such Welfare Plans is not possible under the
terms thereof, Employer shall provide substantially identical benefits.



The coverage provided under this Section 4(e) shall cease if and when Executive obtains employment
with another employer during the Severance Period and becomes eligible for coverage under any
substantially similar plans provided by his new employer.



(f) Executive shall be entitled to payment for any accrued but unused vacation in accordance
with Employer’s policy in effect at Executive’s termination of employment in a lump sum as soon as
practicable following Executive’s termination of employment, but in no event later than 30 days
following such termination. Executive shall not be entitled to receive any payments or other
compensation attributable to vacation he would have earned had his employment continued during the
Severance Period, and Executive waives any right to receive such compensation.



(g) Employer shall, at Employer’s expense, provide Executive with six months of executive
outplacement services with a professional outplacement firm selected by Employer; provided that the
outplacement services must be used by the Executive by no later than the second calendar year
following the calendar year in which the termination of employment occurred.



(h) Executive shall not be entitled to reimbursement for fringe benefits during the Severance
Period, such as dues and expenses related to club memberships, automobile, cell phone, expenses for
professional services and other similar perquisites.



5. Setoff. Employer’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which Employer or any of its affiliated
companies may have against the Executive or others. In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the amounts payable to
the Executive under any of the provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment, except as expressly provided in subsection
4(e).



6. Death. If Executive dies during the Severance Period, all amounts payable hereunder to
Executive shall, to the extent not paid, be paid to his surviving spouse or his designated
beneficiary, or if none, then to his estate. Executive’s surviving spouse and eligible dependents
shall continue to be covered under all applicable Welfare Plans during the remainder of the
Severance Period. On the death of the surviving spouse and eligible dependants, no further Welfare
Plan coverage shall be provided (other than any coverage required pursuant to Title I, Part 6 of
COBRA), and no further benefits shall be paid, except for benefits accrued under any Incentive
Plans and Retirement Plans to the date of Executive’s termination of employment, to the extent such
benefits continue following Executive’s death pursuant to the term of such Plans.



7. Certain Reductions in Payments.



(a) Anything in this Agreement to the contrary notwithstanding, in the event that an
independent, nationally recognized accounting firm designated by Employer prior to a Change in
Control (the “Accounting Firm”) shall determine that receipt of all payments, benefits or
distributions by Employer or its affiliates in the nature of compensation to or for Executive’s
benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after
taking into account any value attributable to the non-competition covenant in Section 8), subject
Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine
whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement
Payments”) to the Reduced Amount (as defined below in Section 7(d)). The Agreement Payments shall
be reduced to the Reduced Amount only if the Accounting Firm determines that Executive would have a
greater Net After-Tax Receipt (as defined below in Section 7(d)) of aggregate Payments if
Executive’s Agreement Payments were reduced to the Reduced Amount. If instead the Accounting Firm
determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if
Executive’s Agreement Payments were reduced to the Reduced Amount, Executive shall receive all
Agreement Payments to which Executive is entitled under this Agreement. Notwithstanding anything
to the contrary, in no event shall the value (if any) attributable to the non-competition covenant
in Section 8 be taken into account for purposes of the Accounting Firm’s determination if it would
reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation
is intended solely to reduce the amounts that are considered “parachute payments” and therefore
reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition
covenant in Section 8 shall be determined by the Accounting Firm (or, if the Accounting Firm is not
able to make such determination, an independent third-party valuation specialist, selected by
Employer), and Employer shall cooperate in good faith in connection with any such valuation
process.



(b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to
the Reduced Amount, Employer shall promptly give Executive notice to that effect and a copy of the
detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to
the valuation of the non-competition covenant in Section 8, to the extent applicable, the
independent third-party valuation specialist) under this Section 7 shall be binding upon Employer
and Executive and shall be made within thirty (30) days after a termination of Executive’s
employment. The reduction of the Agreement Payments to the Reduced Amount, if applicable, shall be
made by reducing the Agreement Payments under the following sections (and no other Payments) in the
following order: (i) Section 4(a), (ii) Section 4(c), and (iii) Section 4(g). All fees and
expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall
be borne solely by Employer.



(c) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts
will have been paid or distributed by Employer to or for the benefit of Executive pursuant to this
Agreement which should not have been so paid or distributed (“Overpayment”) or that additional
amounts which will have not been paid or distributed by Employer to or for the benefit of Executive
pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case,
consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting
Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either
Employer or Executive which the Accounting Firm believes has a high probability of success
determines that an Overpayment has been made, Executive shall pay any such Overpayment to Employer
together with at the applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no amount shall be payable by Executive to Employer if and to the extent
such payment would not either reduce the amount on which Executive is subject to tax under Sections
1 and 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm,
based upon controlling precedent or substantial authority, determines that an Underpayment has
occurred, any such Underpayment shall be promptly paid by Employer to or for the benefit of
Executive (Subject to Section 14) together with interest at the applicable federal rate provided
for in Section 7872(f)(2) of the Code.



(d) For purposes hereof, the following terms have the meanings set forth below:



(i) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with
Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on
Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and
local laws, determined by applying the highest marginal rate under Section 1 of the Code and under
state and local laws which applied to Executive’s taxable income for the immediately preceding
taxable year, or such other rate(s) as Executive certifies, in Executive’s sole discretion, as
likely to apply to him or her in the relevant tax year(s).



(ii) “Reduced Amount” shall mean the greatest amount of Agreement Payments that can be paid
that would not result in the imposition of the excise tax under Section 4999 of the Code if the
Accounting Firm determines to reduce Agreement Payments pursuant to Section 7(a).



8. Restrictive Covenants. During the Term of this Agreement, Executive shall not be
associated, directly or indirectly, as an employee, proprietor, stockholder, partner, agent,
representative, officer, or otherwise, with the operation of any business that is competitive with
any line of business of Employer or any Affiliate for which Executive has provided substantial
services without the prior written consent of Employer, which shall not unreasonably be withheld,
except that Executive’s ownership (or that of his wife and children) of publicly-traded securities
of any such business having a cost of not more than $250,000 shall not be considered a violation of
this Section. For purposes of the preceding sentence, Executive shall be considered as the
“stockholder” of any equity securities owned by his spouse and all relatives and children residing
in Executive’s principal residence.



9. No Solicitation of Representatives and Employees. Executive agrees that he shall not,
during the Term of this Agreement, directly or indirectly, in his individual capacity or otherwise,
induce, cause, persuade, or attempt to do any of the foregoing in order to cause, any
representative, agent or employee of Employer or any Affiliate to terminate such person’s
employment relationship with Employer or any Affiliate, or to violate the terms of any agreement
between said representative, agent or employee and Employer or any Affiliate.



10. Confidentiality. Executive acknowledges that preservation of a continuing business
relationship between Employer or its Affiliates and their respective customers, representatives,
and employees is of critical importance to the continued business success of Employer and that it
is the active policy of Employer and its Affiliates to guard as confidential the identity of its
customers, trade secrets, pricing policies, business affairs, representatives and employees. In
view of the foregoing, Executive agrees that he shall not, during the Term of this Agreement and
thereafter, without the prior written consent of Employer (which consent shall not be withheld
unreasonably), disclose to any person or entity any information concerning the business of, or any
customer, representative, agent or employee of, Employer or its Affiliates which was obtained by
Executive in the course of his employment by Employer. This section shall not be applicable if and
to the extent Executive is required to testify in a legislative, judicial or regulatory proceeding
pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law
judge.



11. Executive Assignment. No interest of Executive or his spouse or any other beneficiary
under this Agreement, or any right to receive any payment or distribution hereunder, shall be
subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind, nor may such interest or right to receive a payment or
distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or
debts of, or other claims against, Executive or his spouse or other beneficiary, by operation of
law or otherwise, other than pursuant to the terms of a qualified domestic relations order to which
Executive is a party.



12. Funding.



(a) Prior to a Change in Control, all rights of Executive and his spouse or other beneficiary
under this Agreement shall at all times be entirely unfunded and no provision shall at any time be
made with respect to segregating any assets of Employer for payment of any amounts due hereunder.
Neither Executive nor his spouse or other beneficiary shall have any interest in or rights against
any specific assets of Employer, and Executive and his spouse or other beneficiary shall have only
the rights of a general unsecured creditor of Employer.



(b) No later than five days following a Change in Control, Employer shall establish an
irrevocable grantor trust, substantially in the form of the model trust agreement set forth in
Internal Revenue Service Revenue Procedure 96-24, or any subsequent Revenue Procedure, and shall
make a contribution to the trust in an amount equal to the cash payments that would be made to
Executive pursuant to Sections 4 and 7 upon a termination of his employment under circumstances
described in Section 3, such amount to be determined as if Executive’s termination of employment
occurred on the date of the Change in Control. At six-month intervals commencing from the date of
the Change in Control, Employer shall recalculate the amount necessary to fully fund the
above-described benefits and, if the amount exceeds the fair market value of the assets then held
in the trust, Employer shall promptly deposit an amount equal to such excess. Employer shall not
terminate the trust until the Term of the Agreement has ended and all cash payments described in
Section 4 to which Executive is entitled have been made to Executive. Employer shall provide
Executive with written confirmation of the establishment of the trust and the deposit of the
required amount on his behalf, including a written accounting of the calculation of such amounts.
Employer’s failure to establish a trust and provide such written notice shall constitute a material
breach of this Agreement. Notwithstanding the foregoing, this Section 12(b) shall be construed and
applied in a manner so as to avoid the application of Section 409A(b)(3) of the Code.



13. Legal Expenses. Employer shall pay as incurred (within 10 calendar days following
Employer’s receipt of an invoice from the Executive) Executive’s out-of-pocket expenses, including
attorney’s fees, incurred by Executive at any time from the date of this Agreement through the
Executive’s remaining lifetime or, if longer, through the 20th anniversary of the date of the
Change of Control, in connection with any action taken to enforce this Agreement or construe or
determine the validity of this Agreement or otherwise in connection herewith, including any claim
or legal action or proceeding, whether brought by Executive or Employer or another party, and
whether or not Executive is successful with respect to such action taken; provided, that the
Executive shall have submitted an invoice for such fees and expenses at least 15 calendar days
before the end of the calendar year next following the calendar year in which such fees and
expenses were incurred. The amount of such legal fees and expenses that Employer is obligated to
pay in any given calendar year shall not affect the legal fees and expenses that Employer is
obligated to pay in any other calendar year, and the Executive’s right to have Employer pay such
legal fees and expenses may not be liquidated or exchanged for any other benefit. Employer’s
obligation to pay Executive’s eligible legal fees and expenses under this Section 12 shall not be
conditioned upon Executive’s termination of employment.



14. Section 409A.



(a) The amounts payable pursuant to Section 4 above are intended to be separate payments that
are exempt from Section 409A of the Code by reason of the “short-term deferral” exception or the
separation pay exceptions set forth in Section 1.409A-1(b)(9)(iii) or Section 1.409A-1(b)(9)(v) of
the Treasury Regulations. To the extent that an amount payable under Section 4 does not comply
with any of these exceptions, then they shall be subject to the following rules:



(i) Notwithstanding anything contained in this Agreement to the contrary, if the Executive is
a “specified employee,” as determined under Employer’s policy for determining specified employees
on the date of his termination of employment, then to the extent required in order to comply with
Section 409A of the Code, all payments, benefits or reimbursements paid or provided under this
Agreement that constitute a “deferral of compensation” within the meaning of Section 409A of the
Code, that are provided as a result of a “separation from service” within the meaning of Section
409A and that would otherwise be paid or provided during the first six months following the date of
such termination of employment shall be accumulated through and paid or provided (together with
interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the
date of termination of employment) within 30 days after the first business day following the six
month anniversary of such termination of employment (or, if the Executive dies during such
six-month period, within 30 days after the Executive’s death).



(ii) The benefits described in paragraphs (e), (f) and (h) of Section 4 that are taxable
benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A
of the Code) are intended to comply, to the maximum extent possible, with the exception to Section
409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent
that any of those benefits either do not qualify for that exception, or are provided beyond the
applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then
they shall be subject to the following additional rules: (1) any reimbursement of eligible expenses
shall be paid within 60 calendar days following Executive’s written request for reimbursement, or
such later date set forth in Section 14(a)(i); provided that the Executive provides written notice
no later than 75 calendar days prior to the last day of the calendar year following the calendar
year in which the expense was incurred so that Employer can make the reimbursement within the time
periods required by Section 409A of the Code; (2) the amount of expenses eligible for
reimbursement, or in-kind benefits provided, during any calendar year shall not affect the amount
of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other
calendar year; and (3) the right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit.



(b) For purposes of this Agreement, the phrase “termination of employment” or words or phrases
of similar import shall mean a “separation from service” with the Employer within the meaning of
Section 409A of the Code. In this regard, Employer and the Executive shall take all steps
necessary (including with regard to any post-termination services by the Executive) to ensure that
(i) any termination of employment under this Agreement constitutes a “separation from service”
within the meaning of Section 409A of the Code, and (ii) the date on which such separation from
service takes place shall be the date of the termination of employment for purposes of this
Agreement.



(c) It is intended that the payments and benefits provided under this Agreement shall either
be exempt from the application of, or comply with, the requirements of Section 409A of the Code.
This Agreement shall be construed, administered, and governed in a manner that effects such intent,
and the Employer shall not take any action that would be inconsistent with such intent. Without
limiting the foregoing, the payments and benefits provided under this Agreement may not be
deferred, accelerated, extended, paid out or modified in a manner that would result in the
imposition of an additional tax under Section 409A of the Code upon Executive. Although the
Employer shall use its best efforts to avoid the imposition of taxation, interest and penalties
under Section 409A of the Code, the tax treatment of the benefits provided under this Agreement is
not warranted or guaranteed. Neither the Employer, its Affiliates nor their respective directors,
officers, employees or advisers shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by the Executive or other taxpayer as a result of the Agreement.



15. Waiver. No waiver by any party at any time of any breach by any other party of, or
compliance with, any condition or provision of this Agreement to be performed by any other party
shall be deemed a waiver of any other provisions or conditions at the same time or at any prior or
subsequent time.



16. Applicable Law. This Agreement shall be construed and interpreted pursuant to the laws of
Delaware.



17. Entire Agreement. This Agreement contains the entire Agreement between Employer and
Executive and supersedes any and all previous agreements, written or oral, between the parties
relating to severance benefits in the event of a Change in Control, including any previous
Employment Security Agreement between Executive and Employer. No amendment or modification of the
terms of this Agreement shall be binding upon the parties hereto unless reduced to writing and
signed by Employer and Executive. 



18. No Employment Contract. Nothing contained in this Agreement shall be construed to be an
employment contract between Executive and Employer. Executive is employed at will and Employer may
terminate his employment at any time, with or without cause.



19. Severability. In the event any provision of this Agreement is held illegal or invalid, the
remaining provisions of this Agreement shall not be affected thereby.



20. Employment with an Affiliate. If Executive is employed by Employer and an Affiliate, or
solely by an Affiliate, on the date of termination of employment of Executive under circumstances
described in Section 3, then (a) employment or termination of employment as used in this Agreement
shall mean employment or termination of employment of Executive with Employer and such Affiliate,
or with such Affiliate, as applicable, and related references to Employer shall also include
Affiliate, as applicable, and (b) the obligations of Employer hereunder shall be satisfied by
Employer and/or such Affiliate as Employer, in its discretion, shall determine; provided that
Employer shall remain liable for such obligations to the extent not satisfied by such Affiliate.



21. Successors. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, representatives and successors. Any reference in this Agreement
to Employer shall be deemed a reference to any successor (whether direct or indirect, by purchase
of stock or assets, merger or consolidation or otherwise) to all or substantially all of the
business and/or assets of Employer; provided that Executive’s employment by a successor Employer
shall not be deemed a termination of Executive’s employment with Employer (unless otherwise
required in order to comply with the definition of “separation from service” under Section 409A of
the Code).



22. Non-exclusivity. Except with respect to agreements regarding severance payments described
in Section 17, the provisions of this Agreement shall not reduce any amounts otherwise payable, or
in any way diminish Executive’s existing rights, or rights which would accrue solely as a result of
the passage of time, under any other employment agreement or other contract, plan or arrangement
with Employer or an Affiliate.



23. Notice. Notices required under this Agreement shall be in writing and sent by registered
mail, return receipt requested, to the following addresses or to such other address as the party
being notified may have previously furnished to the others by written notice.



	 	 	 
	If to Employer:
	 	Newell Rubbermaid Inc.

3 Glenlake Parkway

Atlanta, Georgia 30328

Attention: General Counsel

	If to Executive:
	 	


	 	 	 







24. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original.



IN WITNESS WHEREOF, the parties have executed this Employment Security Agreement as of the day
and year written above.



NEWELL RUBBERMAID INC.



By:

Title:




EXECUTIVE