EX-10.1




 Exhibit 10.1 
  





 
 December 08, 2022 
 Mark
Erceg 
 Via electronic delivery 
 Dear Mark, 

I am very pleased to offer you the position of Chief Financial Officer for Newell Brands Inc. (“Newell Brands” or the “Company”), with a
start date of January 9, 2023 (the “Commencement Date”). I believe you will thrive in Newell Brands’ culture and we can help you achieve your professional goals. Your starting salary will be $33,333.33 per pay period (paid
semi-monthly), or $800,000 if annualized. This position will report to the Company’s President and will be based at the Company’s headquarters in Atlanta, Georgia. Additional offer details are outlined below: 

 

	 	•	 	 Employment Transition Award: Subject to the approval of the Compensation and Human Capital Committee of
the Company’s Board of Directors, or its authorized subcommittee (“the Committee”), and the terms of the Newell 2022 Incentive plan, as a one-time transition award you will be granted stock
options with a grant value of $1,000,000 effective on the Commencement Date or as soon thereafter as reasonably practicable (the “Transition Award”). For purposes of the Transition Award, the deemed value of an option to purchase one share
of the Company’s common stock shall equal 20% of the closing price of one share of the Company’s common stock on the grant date. The stock options included in the Transition Award will cliff vest on the fifth anniversary of the grant date,
subject to continued employment. The Transition Award will be subject to all terms and conditions approved by the Committee and set forth in the applicable award agreements as well as any applicable terms set forth herein. 



 

	 	•	 	 Management Bonus Plan: You will be eligible to participate in our Management Bonus Plan. Your target bonus
is 120% of earned base pay. Payout targets and bonus criteria are reviewed each year and may change from time to time. 


  

	 	•	 	 Long-Term Incentive Plan (“LTIP”): Subject to the approval of the
Committee and the terms of the LTIP and the 2022 Incentive Plan, commencing in 2023 you will be eligible for an annual equity-based award with a target value equal to 450% of your base annual salary. The main award date is generally in February of
each year. Your equity award for 2023 is expected to consist of a mix of TRSUs and performance-based restricted stock units (“PRSUs” and, collectively with PRSUs, “RSUs”) as determined by the Committee, with such RSUs to be
valued based on the closing price of the Company’s common stock as of the grant date. The target value and award mix for annual equity-based awards will vary based on Company performance and/or changes in the relevant market for compensation,
as determined by the Committee. All equity-based awards will be subject to those terms and conditions approved by the Committee and set forth in the applicable award agreement as well as any applicable terms set forth herein. 



 

	 	•	 	 Benefits: You will be eligible to participate in the Newell Brands’ U.S. benefits program as outlined
in the attached “Benefits Overview” document. You can learn more about the benefits program at                .com (case sensitive
password:                 ). If you elect to participate, your benefits will be effective on your hire date, provided you enroll within 30 days of your hire date.















	 	•	 	 Supplemental Employee Savings Plan (“Supplemental ESP”): You will be eligible to participate in
a nonqualified plan under federal tax law and IRS regulations that allows eligible employees to save for the future, above and beyond the limits in place for their 401(k) plan. An enrollment period occurs in late fall of each year so you can elect
deferrals for the next year. You will receive more information when the enrollment period is open. 


  

	 	•	 	 Flexible Perquisites Program: You will be eligible to participate in Newell Brands’ executive
benefits including Flexible Perquisites Program. The Flexible Perquisites Program provides you with an annual cash allowance that may be used for such items as car, insurance, automobile maintenance, income tax preparation services, estate
planning services, financial planning services, etc. This annual cash allowance will be in the amount of $21,638 or $901.58 semi-monthly. Additionally, you are eligible for an annual comprehensive executive physical through of the Company’s
preferred U.S. regional medical facilities. 


  

	 	•	 	 Vacation: You are eligible to accrue 1.67 days per month (equal to four weeks per year) of paid
vacation. During your first year of employment, vacation time is pro-rated based on the quarter of hire and administered pursuant to the Vacation Policy. 



 

	 	•	 	 Holidays: Newell Brands offers a number of Company holidays, which may also include floating holidays.
Specific holidays and/or the availability of floating holidays will be determined by the applicable Holiday Policy for your location. 


  

	 	•	 	 Relocation Assistance: You are eligible for the Company’s Executive Relocation Program. Your move
will be managed through a relocation assistance provider designated by the Company. Benefits offered through the relocation program will be detailed in a separate document and provided pursuant to the applicable policy governing relocation
assistance. In order to be eligible for relocation assistance benefits, you will be required to sign a separate relocation program repayment agreement before initiation of the benefits. As part of accepting this offer, and as further detailed in the
applicable program documents, you acknowledge that you will be responsible for reimbursing 100 percent of all relocation expenses incurred on your behalf if you leave Newell Brands within twelve months of your relocation date, which is defined
as the date your move has been initiated with the relocation provider; you will be responsible for reimbursing 50 percent of expenses incurred if you leave within 13 to 24 months of your relocation date. 



 

	 	•	 	 Severance and
Change-in-Control: You will be eligible to participate in the Newell Brands Executive Severance Plan (the “Severance Plan”), as the same may be amended
from time to time. By signing this letter, and as a condition of your participation in the Severance Plan, you hereby waive all rights to any payment or benefits under any other plan, agreement, policy or arrangement to the extent that it provides
you with severance payments or other severance benefits upon a termination of employment with the Company. 


  

	 	•	 	 Section 409A: Payments and benefits provided under this letter are intended to be
exempt from, or comply with, Section 409A of the Internal Revenue Code (the “Code”), which regulates the timing of severance and certain other compensation. This offer letter shall be construed, administered, and governed in a manner
that affects such intent, and Newell shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this letter may not be deferred, accelerated, extended, paid out or
modified in a manner that would result in the imposition of additional tax, interest or penalties under Code Section 409A. Neither the Company nor its affiliates nor its or their















	 	 
directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by you or any other taxpayer as a result of this letter. If you
are a party to a prior agreement which is subject to Code Section 409A, then to the extent necessary to comply with Code Section 409A payment under this letter shall be made at the same time and in the same form of payment as provided in
such agreement. Although the Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A, the tax treatment of the benefits provided under this letter is not warranted or guaranteed.



  

	 	•	 	 Other Agreements: You will be solely responsible for any associated tax filings and payment of taxes
associated with your employment, without any gross-up or additional compensation from the Company, provided that the Company will withhold taxes at what it determines to be appropriate rates and in what it
determines to be appropriate jurisdictions based on the information available to the Company. Neither the Company nor its affiliates nor its or their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties
or other monetary amounts owed by you or any other taxpayer as a result of this letter. This offer of employment is contingent upon successful completion of a background check prior to your start date and upon your execution of various Company
documents, including a confidentiality and non-solicitation agreement and agreeing to abide by the Newell Brands Code of Conduct. 



Mark, we are confident your skills and experience will be a tremendous benefit to Newell Brands. We are very excited about the potential to have your
experience in the organization and sincerely hope you decide to join our team. This is a significant career opportunity, and we are certain you can and will make a difference. 

Sincerely, 
 /s/ Steve Parsons 

Steve Parsons 
 Chief Human Resources Officer 

Newell Brands 











 To indicate your acceptance of this offer, please sign in the space provided below and return no later than
December 9, 2022. Please scan the signed offer letter and return to                 @newellco.com. 

This offer is intended to lay out all elements of your compensation. Compensation offers outside this letter, or a previous offer letter, are not binding and
will not be honored, so you should make sure you are clear on all parts of your offer and future expectations before signing this letter. Benefits programs, however, may change from year to year, so your benefits such as medical, dental, vision,
retirement, and time off will be governed by the benefit plans in place at any given time. 
 At the same time this offer is merely a summary of the terms
of the Company’s offer to you and does not constitute or imply a contract of employment and that the Company may modify or terminate any of its benefit or compensation programs from time to time. Your signature indicates acknowledgement that if
employed, your employment is to be “at will” which means that either the Company or you may terminate your employment at any time, with or without notice. 

Notwithstanding anything in this offer letter to the contrary, you acknowledge and agree that all bonus payouts and other awards described herein are subject
to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations
promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Company’s common stock may be traded). 

By signing this letter, you represent and warrant that you are not a party to any agreement that would limit your ability to work for Newell Brands. You
further represent and warrant that your employment with Newell Brands will not require you to disclose or use any confidential, proprietary or trade secret information belonging to your prior employers. You additionally understand and acknowledge
that Newell Brands does not require nor want you to disclose any such confidential, proprietary or trade secret information. 
 By signing this letter, you
acknowledge that your signature serves as written authorization for the Company to deduct any reimbursement sums due to it from any amounts that the Company may owe to you, including without limitation salary, wages, commissions, bonuses, vacation
pay, or incentive pay, provided that such deduction is permissible under controlling law. 
  

			
	/s/ Mark Erceg
	Signature


			
	
	    
	Printed Name


			
	
	December 8, 2022
	Date