EX-10.1






EXHIBIT 10.1




Newell Rubbermaid Inc.




Long Term Incentive Plan




1. Grants. Under the terms and provisions of the Newell Rubbermaid Inc. 2003 Stock Plan,
as amended and restated effective as of February 8, 2006 and further amended as of August 9, 2006
(the “Stock Plan”), the terms of which are hereby incorporated by reference, the Organizational
Development & Compensation Committee (the “Committee”) of the Board of Directors of Newell
Rubbermaid 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 and Stock Options, to
eligible employees in such amounts as the Committee shall determine. This Long Term Incentive Plan
(“LTIP”) establishes a methodology for determining awards of Restricted Stock Units and Stock
Options under the Stock Plan in 2009 and subsequent years to eligible employees with positions in
Salary Bands 6-10 (“Key Employees”). The Committee will grant Restricted Stock Units and Stock
Options to Key Employees pursuant to the guidelines set forth below.



2. Guidelines. The number of shares subject to Restricted Stock Units and Stock Options
granted to a Key Employee in 2009 and in subsequent calendar years as an LTIP award will be
determined as follows:




	 	(a)	 	On or prior to March 31 of each applicable calendar year, 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 December 31 of the prior
year, which percentage will be based on the Key Employee’s Salary Band as of
December 31 of the prior year (the “Target Value”).






	 	(ii)	 	A comparator group of companies for purposes of determining the
Company’s relative Total Shareholder Return (“TSR”) for the three-year
performance period beginning as of January 1 of the year in which this
determination is made (the “TSR Comparator Group”).






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






	 	(i)	 	Stock Options. The Committee will authorize a Stock
Option grant to each Key Employee for a number of shares determined by dividing
20% of the applicable Target Value for such Key Employee by the value of a
Stock Option for a single share as of the date of grant, applying the same
Black-Scholes valuation methodology used for FAS 123(R) purposes. Fractional
            shares will be disregarded. The Stock Options will be Nonqualified Stock
Options.






	 	(ii)	 	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 40% 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. Fractional shares will be rounded up.






	 	(iii)	 	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 40% 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. Fractional shares will be rounded up. This Restricted
Stock Unit grant will be subject to the TSR Comparator Group analysis as
described in Section 2(c).






The grants described above will be made at the same time the Committee determines
the criteria described in Section 2(a), and will be based on a Key Employee’s Salary
Band as of the December 31 of the prior year.




	 	(c)	 	Following the completion of the applicable three-year performance period, the
Committee will determine the extent to which the TSR Comparator Group Target 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
in the first month of the applicable performance period and the ending stock price
will be the average closing stock price in the last month of the applicable
performance period.




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 the applicable percentage set forth below:




Rankings




	 	•	 	1st in TSR comparator group = 200%






	 	•	 	6th in TSR comparator group = 150%






	 	•	 	11th in TSR comparator group = 100%






	 	•	 	16th in TSR comparator group = 50%






	 	•	 	Below 20th in TSR comparator group = 0%






Interpolation is used for Company ranking between the upper and lower comparator
group ranking (for example, a Company ranking of 3 would result in an interpolated
percentage between 200% and 150%, and a ranking of 8 would result in an interpolated
percentage between 150% and 100%).




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.




If a member is added or deleted from the TSR Comparator Group during the three-year
performance period, such change will be made retroactively to the beginning of such
performance period. If the number of members of the TSR Comparator Group changes,
the Committee has the discretion to adjust the ranking levels and percentages set
forth in the table above.



No Restricted Stock Units described in Section 2(b)(iii) 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 or Stock Options 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 or Stock Option Agreement of a Key Employee, each Restricted Stock
Unit grant and Stock Option grant will be subject to a three-year cliff vesting schedule ending on
the third anniversary of the date of grant.



4. Dividends and Other Distributions. Key Employees residing in the United States 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
exception under Code Section 162(m). Key Employees who reside outside the United States will not
be paid any dividends or dividend equivalents with respect to any Restricted Stock Units granted
hereunder. Dividends and dividend equivalents are not paid with respect to Stock Options.



5. Restricted Stock Unit and Stock Option Agreements. Each Restricted Stock Unit and Stock
Option grant awarded pursuant to this LTIP will be evidenced by a Restricted Stock Unit Agreement
or a Stock Option Agreement, as applicable, 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. Although it is intended that this LTIP be used to
determine awards of Restricted Stock Units and Stock Options under the Stock Plan for 2009 and
future years, the Committee reserves the right to amend or terminate the LTIP at any time,
retroactively or otherwise.



7. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms pursuant to the Stock Plan.



CH2\1615919.11