SEC Exhibit










Newell Brands Inc. 
 
Long Term Incentive Performance Pay Terms and Conditions 

1.Grants.  Under the terms and provisions of the Newell Rubbermaid Inc. 2013 Incentive Plan, or any successor plan (the “Stock Plan”), the Organizational Development & Compensation Committee (the “Committee”) of the Board of Directors of Newell Brands Inc. (the “Company”), at any time and from time to time, may grant awards based on shares of the Company’s Common Stock, including Restricted Stock Units, to eligible employees in such amounts as the Committee shall determine.  This document, referred to herein as the “LTIP”, establishes a methodology for determining awards of Restricted Stock Units under the Stock Plan in 2016 to eligible Newell Rubbermaid legacy employees with positions in Salary Bands 6-14 (“Key Employees”).  The Committee will grant Restricted Stock Units to Key Employees pursuant to the guidelines set forth below.
2.    Guidelines.  The number of shares subject to Restricted Stock Units granted to a Key Employee in 2016  as an LTIP award will be determined as follows:
		
	(a)
	For 2016 LTIP awards the Committee will determine:


		
	(i)
	For each Key Employee a target value expressed as a percentage of the Key Employee’s base salary rate as in effect on April 1, 2016, which percentage will be based on the Key Employee’s Salary Band (the “Target Value”).    Subject to the approval of the Committee, the CEO may recommend changes to the Target Value for Key Employees based on individual performance.  With respect to an award to the CEO, the Board of Directors may recommend changes to the Target Value based on individual performance.  


		
	(ii)
	A comparator group of companies for purposes of determining the Company’s relative Total Shareholder Return (“TSR”) for the performance period (the “TSR Comparator Group”).


		
	(b)
	Of the Target Value determined for each Key Employee for each year:


		
	(i)
	Time-Based Restricted Stock Units.  The Committee will authorize a Restricted Stock Unit grant to each Key Employee for a number of shares of Common Stock determined by dividing the following percentage of the applicable Target Value for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant:


Salary Bands 12 through 14    0%
Salary Bands 9 and 11        30%
Salary Bands 7 and 8        40%
Salary Band 6            50%  


		
	(ii)
	Performance-Based Restricted Stock Units.  The Committee will authorize a Restricted Stock Unit grant to each Key Employee for a number of shares determined by dividing the following percentage of the applicable Target Value for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant:




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Salary Bands 12 through 14    100%
Salary Bands 9 and 11        70%
Salary Bands 7 and 8        60%
Salary Band 6            50%


This Performance-Based Restricted Stock Unit grant will be subject to the TSR Comparator Group analysis as described in Section 2(c).
		
	(c)
	Following the completion of the applicable performance period, the Committee will determine the extent to which the TSR comparator group performance has been achieved.  The TSR will be calculated based on the following formula:


(Change in Stock Price) + (Dividends)
(Beginning Stock Price)


For this purpose, the beginning stock price will be the average closing stock price for the period of February 12, 2016 to May 10, 2016; and the ending stock price will be the average closing price in for the period of January 1, 2019 to March 31, 2019.
The Committee will determine the Company’s ranking in the comparator group based on the TSR of the Company and of each other member of the TSR Comparator Group, and will multiply the number of Restricted Stock Units subject to the TSR Comparator Group by an interpolated percentage as set forth below:
Rankings


1st in TSR comparator group will result in 200% and last in the TSR comparator group will result in 0%.  For purposes of calculating the appropriate interpolated percentage, any companies that are in the comparator group at the beginning of the performance period that no longer exist at the end of the performance period (e.g., through merger, buyout, spin-off or similar transaction) shall be disregarded when calculating the appropriate interpolated percentage.  However, in the event the Company’s TSR rank is in the bottom quartile of the companies remaining in the comparator group, no payment shall be made on the RSUs regardless of the interpolated percentage.  For example, if the initial TSR comparator group has 22 companies at the beginning of the performance period and three of the companies have been merged out of existence by the end of the performance period, the interpolated percentage will be based on where the Company ranks among the remaining 19 companies as follows:  


TSR Rank    Interpolated %/Payout %
1st            200%/200%
2nd            188.9%/188.9%
3rd            177.8%/177.8%
4th            166.7%/166.7%
5th            155.6%/155.6%
6th            144.4%/144.4%
7th            133.3%/133.3%
8th            122.2%/122.2%
9th            111.1%/111.1%
10th            100.0%/100%


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11th            88.9%/88.9%
12th            77.8%/77.8%
13th            66.7%/66.7%
14th            55.6%/55.6%
15th            44.5%/44.5%*
16th            33.4%/0%
17th            22.3%/0%
18th            11.2%/0%
19th            0%/0%


*In the event that the cutoff for the bottom quartile occurs between ranks (e.g., between 15th and 16th in the example above) the zero payout percentage will not apply to the higher rank.  


The resulting number is the adjusted number of Restricted Stock Units and thus the number of shares of Common Stock actually issuable pursuant to the Key Employee’s Performance-Based Restricted Stock Unit grant.
No Restricted Stock Units described in Section 2(b)(ii) will be awarded pursuant to this LTIP except on the basis of the attainment of the performance criteria set forth above and in the amount specified herein; provided that the Committee retains the discretion to reduce any amount of Restricted Stock Units awarded hereunder, to reduce the number of shares awarded pursuant to Restricted Stock Units or to terminate a Key Employee’s participation in this LTIP.  Except as set forth in the Restricted Stock Unit Agreement, an individual who is not employed by the Company or any of its affiliates on the date the Committee determines Performance Goal achievement will not be eligible to receive the Common Stock issuable pursuant to Restricted Stock Units.
3.    Vesting. Except as otherwise specified by the Committee or as set forth in the Restricted Stock Unit Agreement of a Key Employee, each  Restricted Stock Unit grant will be subject to a three-year cliff vesting schedule ending on the third anniversary of the date of grant.  Notwithstanding the foregoing, Awards made to employees of Jarden Corporation and its subsidiaries (“Jarden”) will vest ratably in one- third increments on the first, second and third anniversaries of  the date of the Award.
4.    Dividends and Other Distributions.  Key Employees  who hold Restricted Stock Units granted hereunder will be credited with an amount equal to the regular cash dividends that would be paid with respect to the underlying shares had they been issued (assuming that each Restricted Stock Unit represents one share of Common Stock) while such Restricted Stock Units are so held; provided that (a) the dividend equivalents attributable to Time-Based Restricted Stock Units shall be paid in cash to the Key Employees at the time the regular dividends are paid; and (b) in the case of Performance-Based Restricted Stock Units, the dividend equivalents (i) shall be accumulated and held until the end of the applicable vesting period, and (ii) except as otherwise set forth in the Restricted Stock Unit Agreement, shall be subject to adjustment as described in Section 2(c).  The Committee shall have the discretion to determine the time at which dividend equivalents described in this Section 4(b) are credited and the form in which they will be credited and paid.  The Committee may apply any other restrictions to any dividend equivalents that the Committee deems appropriate.  Without limiting the generality of the preceding sentence, if the grant or vesting of Restricted Stock Units is intended to qualify as performance-based compensation, the Committee may apply any restrictions it deems appropriate to the payment of dividend equivalents declared with respect to such Restricted Stock Units, such that the dividend equivalents and/or the Restricted Stock Units maintain eligibility for the performance-based compensation exception under Code Section 162(m).  


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5.    Restricted Stock Unit Agreements.  Each Restricted  Stock Unit grant awarded pursuant to this LTIP will be evidenced by a Restricted Stock Unit Agreement in accordance with Section 4.3 of the Stock Plan, which will specify the number of shares subject to the award, the vesting schedule, the payment provisions, including dividend payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment with the Company, restrictions based upon the achievement of specific Company-wide performance goals, time-based restrictions on vesting following the attainment of Performance Goals, and/or restrictions under applicable federal or state securities laws. 
6.    Amendment or Termination of LTIP.  The Committee reserves the right to amend or terminate the LTIP at any time, retroactively or otherwise.  For avoidance of doubt, once established by the Committee, no performance goals applicable to a Performance-Based RSU may be amended or revised with respect to any award made to a Covered Employee, as such term is defined within Section 162(m) of the Code. 
7.    Non US Newell Rubbermaid Legacy Employees.  Key Employees who reside outside the United States (other than such employees residing in Argentina and Venezuela and members of the Newell Brands Executive Leadership Team) will receive cash–based Time-Based Stock Units and Performance-Based Stock Units under the 2015 Newell Rubbermaid Inc. International Incentive Plan (the “Newell International Plan”).
8.    Jarden Legacy Employees.  Key Employees employed by Jarden in the US, France, Germany, Italy and Switzerland will receive Time-Based Restricted Stock Units that will vest ratably in one-third increments on the first, second and third anniversaries of the date of grant. 
9.    Non US Jarden Legacy Employees.   Key Employees employed by Jarden  who reside outside the United States (other than such employees residing in France, Germany, Italy and Switzerland ) will receive cash –based Time-Based Stock Units under the Newell International Plan that will vest ratably in one-third increments on the first, second and third anniversaries of  the date of grant. 
10.    Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms pursuant to the Stock Plan.




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