EX-10.1






EXHIBIT 10.1




February 10, 2009



(Delivered via e-mail)



James Roberts


c/o Charlot Wood


Bell, Davis & Pitt


100 North Cherry Street, Suite 600


Winston-Salem, NC 27101



CWood@belldavispitt.com



Re: Separation Agreement and General Release



Dear Jim:



This letter when signed by you will constitute the full agreement between you and Newell Rubbermaid
Inc., its subsidiaries, affiliated and related companies, (“the Company”) on the terms of your
separation from employment (“Agreement”). By entering into this Agreement, neither you nor the
Company makes any admission of any failing or wrongdoing. Rather, the parties have merely agreed
to resolve amicably any existing or potential disputes arising out of your employment with the
Company and the separation thereof.




	 	1.	 	Your employment with the Company was terminated effective January 1, 2009, (“Separation
Date”). Since you remain employed through December 31, 2008, you are eligible to receive
your 2008 management bonus, which will be paid, if earned pursuant to the terms of that
plan, on or about March 15, 2009.






	 	2.	 	In consideration of your acceptance of this Agreement, you will be entitled to the
following items:






	 	(a)	 	As supplemental unemployment pay, the Company will provide you with
fifteen months of your annual base salary of $800,000 paid in bi-monthly
installments for the period beginning on your Separation Date and ending on
March 31, 2010.   All payments will be made pursuant to the Newell
Rubbermaid Excess Severance Pay Plan (“ESP”) as restated January 1, 2009. 
As provided in the ESP, payment for all amounts prior to March 15, 2010
shall be treated as separate payments falling under the short term deferral
exception to Internal Revenue Code (“Code”) Section 409A as specified in
Section 15.a. of the ESP.   Payments made after March 15, 2010 are treated
as separate payments under the ESP falling under the separation pay
exception to Code Section 409(A) as provided in Section 15.a. of the ESP.  
 All payments under the ESP shall be made pursuant to the terms of that
Plan.  Payments under the ESP shall be less unemployment compensation and
less ordinary and necessary payroll deductions.  Payments will continue
until you find other employment, including self-employment (“Alternative
Employment”) or until the last scheduled pay date in March 2010 whichever
event occurs first (the “Salary Continuation Period”).  No supplemental
unemployment payments under the ESP will commence until after the effective
date of this Agreement and after the Separation Date.  Payments under the
ESP will be made on regularly scheduled bi-monthly pay dates.	 






	 	(b)	 	Your Separation Date shall be considered a “qualifying event” for
purposes of triggering your right to continue your group health and dental
insurance pursuant to federal law (commonly referred to as “COBRA”).
However, pursuant to Section 6.a. of the ESP, the Company will continue to
provide group health and dental insurance benefits to you and, if
applicable, your dependents, at the same cost it charges its employees for
the duration of the Salary Continuation Period. After the Salary
Continuation Period, you will have the right to continue COBRA coverage at
your own expense for the duration of the COBRA period. You will receive,
under separate cover, information regarding your rights to such continuation
coverage.	 






	 	(c)	 	As further consideration for your acceptance of this Agreement, if
you find and notify the Company of Alternative Employment prior to
September 30, 2009 the Company will provide you with a lump sum payment
equal to fifty percent (50%) of the remaining supplemental unemployment pay
as provided in Section 6.c. of the ESP (“Alternative Employment Bonus
Payment”). You agree and understand that this Alternative Employment Bonus
Payment will be forfeited if the Alternative Employment is in competition
with the Company in violation of paragraph 5 of this Agreement. This
payment will be made as soon as is administratively practicable.	 






	 	(d)	 	As additional consideration for your acceptance of this Agreement,
if you have not found Alternative Employment by the end of the Salary
Continuation Period, the Company, in its sole discretion, may extend the
Salary Continuation Period by up to four (4) weeks pursuant to the terms of
Section 6.b. of the ESP.	 






	 	(e)	 	All vested stock options held by you pursuant to the
Newell Rubbermaid, Inc. Amended 1993 or 2003 Stock Option Plans as of the
Separation Date, remain exercisable throughout the Salary Continuation
Period or until ninety (90) days following the Separation Date, whichever
event occurs first. All non-vested stock options or other awards granted
under the Plans will be forfeited as of the Separation Date; however, the
restricted share awards granted to you in February 2006 will remain
exercisable as if you were an active employee on the vesting date.	 






	 	(f)	 	You will be allowed to continue to use the Company-leased car
pursuant to the terms of the leased automobile program through the Salary
Continuation Period. You may purchase said vehicle at any time prior
thereto at the buy-out price as established by said program.	 






	 	(g)	 	The Company will reimburse you for up to $25,000 in outplacement
expenses, upon submission to the Company of documentation of such expenses.
Reimbursable outplacement expenses shall include, but not be limited to,
travel costs, administrative expenses, and costs associated with research
and purchase of documents and reports used in job search activities. Only
expenses incurred between the Separation Date and March 31, 2010 will be
reimbursed. Outplacement expenses must be submitted within 90 days of
being incurred and will be paid within 90 days of receipt. All
reimbursement requests and receipts or other documentation of the
outplacement expenses incurred should be submitted to Meredith Soree. It
is intended that reimbursement from these outplacement services constitute
separation payments exempt from 409A pursuant to Treas. Reg. l.409A-1
(b)(9)(v).	 






	 	(h)	 	The Company will reimburse you for 2008 income tax preparation
services. You must provide the Company with an invoice for those services
no later than October 15, 2009 and the reimbursement will occur in 2009 and
no later than 45 days after submission of the invoice. The invoice and
reimbursement request should be submitted to Meredith Soree. Reimbursement
is intended to comply with Treas. Reg. 1.409A-1(b)(4) (regarding short-term
deferrals).	 






	 	(i)	 	Your SERP Cash Account will be treated as thirty percent (30%)
vested as of April 1, 2009, and the Company shall make the 5% contribution
to your SERP Cash Account for 2008.	 






	 	(j)	 	You will be allowed to keep your Blackberry, laptop computer, and
cell phone after the Company’s IT department has sanitized the devices of
all pertinent Company information. You must return the devices to the
Company by February 13, 2009. You will be provided with these sanitized
devices no later than March 1, 2009. Provision of these devices is intended
to comply with Treas. Reg. 1.409A-1(b)(4) (regarding short-term deferrals).	 






	 	(k)	 	Except as stated above, all other benefits, bonuses and
compensation end on the Separation Date. However, this Agreement does not
affect any existing vested rights that you may have in the
Company’s deferred compensation, pension, retirement and/or 401(k) plans.
You will receive, under separate cover, information regarding your rights
and options, if any, under said plans.	 






	 	3.	 	Release. In consideration of the payments and benefits provided to you above,
to which you are not otherwise entitled and the sufficiency of which you acknowledge, you
do, on behalf of yourself and your heirs, administrators, executors and assigns, hereby
fully, finally and unconditionally release and forever discharge the Company and its
parent, subsidiary and affiliated entities and all their former and present officers,
directors, shareholders, employees, trustees, fiduciaries, administrators, attorneys,
consultants, agents, and other representatives, and all their respective predecessors,
successors and assigns (collectively “Released Parties”), in their corporate, personal and
representative capacities, from any and all obligations, rights, claims, damages, costs,
attorneys’ fees, suits and demands, of any and every kind, nature and character, known or
unknown, liquidated or unliquidated, absolute or contingent, in law and in equity,
enforceable under any local, state or federal common law, constitution, statute or
ordinance, which arise from or relate to your past employment with the Company or the
termination thereof, or any past actions or omissions of the Company or any of the Released
Parties, including without limitation, rights and claims arising under the Family and
Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans
with Disabilities Act of 1990, as amended, the Age Discrimination in Employment Act of
1967, as amended, or, if applicable, any rights and claims arising under the laws and
regulations administered by California’s Department of Fair Employment and Housing.
However, it is expressly agreed and understood by the parties that this Agreement does not
release any ERISA or pension benefits, which are governed by the plan documents and
applicable law, or those benefits and privileges set out in paragraph 2 of this Agreement,
and that you do not waive or release any right to pension benefits or other benefits
governed by ERISA or to those benefits and privileges set out in paragraph 2 of this
Agreement. Nothing in this Agreement prevents you from enforcing the terms and conditions
of this Agreement. Subject to applicable law, you also warrant that you have not filed or
sued and will not sue or file any actions against the Company or any of the Released
Parties with respect to claims covered by this release.






You recognize and understand that the foregoing is a general release by which you are giving
up the opportunity to obtain compensation, damages, and other forms of relief for yourself.
This Agreement, however, is not intended to and does not interfere with the right of any
governmental agency to enforce laws or to seek relief that may benefit the general public,
or your right to assist with or participate in that process. By signing this Agreement,
however, you waive any right to personally recover against the Released Parties, and you
give up the opportunity to obtain compensation, damages or other forms of relief for you
other than that provided in this Agreement.




	 	4.	 	Covenant Not to Sue. You hereby covenant and agree that you will not file or
permit to be filed on your behalf, any action, suit or administrative proceeding, or take
any other action which seeks to pursue or enforce any claim, demand, causes of action, suit
or liability which you have released herein.






	 	5.	 	Restrictive Covenants:






	 	(a)	 	Non-Competition Agreement:	 






	 	i.	 	The Company. The Company is a global
marketer of consumer and commercial products.	 






	 	ii.	 	Your Job Duties. You agree that your job
duties during the last two years of your tenure with the Company
included being the Group President of the following 3 Groups: (1)
Office Products; (2) Cleaning, Organization and Décor; and (3) Tools
and Hardware. You further acknowledge and agree that as Group
President your responsibilities included all aspects of executive
management of those three groups, that you were the top executive
for each group, and that you reported directly to the CEO of the
Company.	 






	 	iii.	 	Protectable Interests. You agree that as a
top executive, you had full access to confidential information with
regard to the operational, financial, business or other affairs of
Company or its groups, subsidiaries, divisions, or parent companies
including, without limitation, proprietary trade “know how” and
secrets, financial information and models, customer base access and
information, research and development, business, marketing, sales
and acquisition plans, identity and qualifications of Company’s
employees, sources of supply, pricing policies, proprietary
operational methods, product specifications or technical processes.
You further acknowledge and agree that the Company’s success is
largely attributable to the ownership, use and development of this
confidential information.	 






	 	iv.	 	Your Obligations. Until March 31, 2010, you
agree that you shall not “compete” with the Company. For purposes
of this Agreement, “compete” shall mean working for yourself or as
an owner (excluding ownership of less than 3% of a public company),
partner, director, officer, employee, independent contractor or
consultant on behalf of any other person, business, partnership,
company or corporation in a business enterprise that manufactures
or markets for retail consumption or business to business sales
(including: i) retailers of “private label” products, and ii)
distributors of products), or is hiring you for the purpose of doing
so, products that compete with the Company’s products in the
following product categories, all of which were within the Groups of
which you were Group President in the last two years of your
employment:	 





1.         Office Products:  Ball point/roller ball pens,
markers, highlighters, pencils, correction fluids, office
products, art supplies, on-demand labeling products,
card-scanning solutions, and on-line postage.



2.         Cleaning, Organization and Decor:  Material handling,
cleaning, refuse, indoor/outdoor organization, home storage, food
storage, drapery hardware, window treatments, and commercial
washroom sanitation products.



3.         Tools & Hardware:  Hand tools, power tool accessories,
manual paint applicators, cabinet, window and convenience
hardware, propane torches, and soldering tools and accessories.




	 	v.	 	Geographic Scope. The geographic scope of
the restriction against competition is limited to the following
area: the United States and Canada.	 






	 	vi.	 	Reasonableness. You hereby acknowledge and
agree that: (i) the restrictions against competition are reasonable
in time and scope in light of the necessity for the protection of
the business and good will of the Company and the consideration
provided to you under this Agreement; (ii) that you are eligible to
receive your full salary with the Company for the entire period of
the non-competition agreement; and (iii) your ability to work and
earn a living thereafter will not be unreasonably restrained by the
application of these restrictions.	 






	 	(b)	 	Non-Solicitation Agreement. The Non-Solicitation Agreement,
which you electronically executed on February 14, 2006 to participate in the
Company’s Long Term Incentive Plan, extends past your Separation Date by its
own terms and remains in full force and effect. The Non-Solicitation
Agreement is attached hereto as Exhibit A and its terms are restated and
incorporated into this Agreement. By entering into this Agreement, you
expressly acknowledge and agree herein to abide by the restrictions upon you
contained in the Non-Solicitation Agreement. Should any terms of the
Non-Solicitation Agreement, or other prior restrictive agreement, expressly
conflict with this Agreement, this Agreement governs as to those terms, and
all remaining conditions and restrictions contained in the Non-Solicitation
Agreement, or other prior restrictive agreement, remain in full force and
effect.	 






	 	(c)	 	Injunctive Relief. You recognize and agree that should you
fail to comply with one or more of the restrictions set forth above in the
Non-Competition and/or Non-Solicitation Agreements, which restrictions you
recognize are vital to the success of the Company’s business, the Company
would suffer substantial damage for which there is no adequate remedy at law
due to the impossibility of ascertaining exact money damages. Therefore,
you agree that in the event of the breach or threatened breach by you of any
of the terms and conditions of the Non-Competition and/or Non-Solicitation
Agreement, the Company shall be entitled, in addition to any other rights or
remedies available to it, to institute proceedings in a federal or state
court and to secure immediate temporary, preliminary and permanent
injunctive relief. In the event the enforceability of any of the covenants
in this section are challenged in court, the applicable time period as to
such covenant shall be deemed tolled upon the filing of the lawsuit
challenging the enforceability of this Agreement until the dispute is
finally resolved and all periods of appeal have expired.	 






	 	(d)	 	Liquidated Damages. You also recognize and agree that the
Company is offering substantial compensation and benefits, as described
above in section 2, in exchange for your acceptance of and compliance with
all the terms and conditions of this Agreement, including, without
limitation, the restrictions set forth above regarding Non-Competition and
Non-Solicitation Agreements. Should you fail to comply with the
Non-Competition and/or Non-Solicitation Agreements, the Company would suffer
substantial damage in an amount difficult to ascertain. Therefore, you
agree that in the event of a breach by you of the terms and conditions of
the Non-Competition Agreement or Non-Solicitation Agreement, you will
reimburse the Company for three months of severance payments made to you
under paragraph 2(a) of this Agreement (said reimbursement to be the net
amount received by you after tax withholding and applicable deductions), in
addition to the forfeiture of future payments provided under paragraph 2(c).
If you enter into employment that competes with the Company, as defined in
paragraph 5(a) above, after you have already received the Alternative
Employment Bonus provided under paragraph 2(c), you agree that you will
reimburse the Company for the percentage of the bonus attributable to the
period running from the beginning of the competitive employment to March 31,
2010. You further agree that you will reimburse the Company one hundred
percent (100%) for any expenses paid by the Company under paragraph 2(g).
If you fail to reimburse the Company after written notice of your breach and
demand by the Company, you agree the Company can seek these amounts as
liquidated damages in a federal or state court, in addition to the
injunctive relief available under paragraph 5(c) and any other rights or
remedies available to it. You agree that this is consistent with the
intentions of the parties and purpose of this Agreement, is not
unconscionable or unreasonable and does not constitute a penalty.	 






	 	6.	 	Notice of Alternative Employment. As part of your Non-Competition Agreement
and eligibility to receive the Alternative Employment Bonus Payment, you agree to notify
the Company in writing no later than seventy-two (72) hours after accepting new employment
during the Salary Continuation Period and at least ten (10) business days prior to your
first day of new employment. Such notice shall include the name of the new employer, a
description of the business and/or products or services made and/or marketed, the location
of the employment and start date, and the position you will hold. No later than five (5)
business days after receiving such notice, the Company will provide written notice to you
if the Company determines that the new employment violates any terms or conditions of the
Non-Competition Agreement. If you provide notice to the Company of new employment before
September 30, 2009, but the Company’s response period extends past September 30, 2009, you
will remain eligible for the Alternative Employment Bonus Payment if the Company determines
that you have complied with all terms and conditions of the Non-Competition Agreement.






	 	7.	 	You understand and agree that this Agreement contemplates and memorializes an
unequivocal, complete and final dissolution of your employment relationship with the
Company, and that, therefore, you have no right to be reinstated to employment with or
rehired by the Company, and that in the future, the Company and its affiliated and related
entities and their successors and assigns shall have no obligation to consider you for
employment.






	 	8.	 	You further understand and agree that should another Newell Rubbermaid, Inc. entity
offer you employment and you accept the same and commence employment within the Salary
Continuation Period, the Company will discontinue the remaining supplemental unemployment
payments and benefits without affecting the release and covenant not to sue or any other
provision of this Agreement.






	 	9.	 	You agree to return to the Company all of the Company’s property, including, without
limit, any electronic or paper documents and records and copies thereof that you received
or acquired during your employment regarding the Company’s practices, procedures, trade
secrets, customer lists, or product marketing, and that you will not use the same for your
own purpose. Unless required or otherwise permitted by law, you further agree that while
you are considering this Agreement and for three (3) years following your Separation Date,
you will not disclose to any person, firm, or corporation or use for your own benefit any
information regarding the following:






	 	(a)	 	Any secret or confidential information obtained or learned by you
in the course of your employment with Company with regard to the
operational, financial, business or other affairs of Company or its
subsidiaries, divisions, or parent companies including, without limitation,
proprietary trade “know how” and secrets, financial information and models,
customer lists, business, marketing, sales and acquisition plans, identity
and qualifications of Company’s employees, sources of supply, pricing
policies, proprietary operational methods, product specifications or
technical processes; and	 






	 	(b)	 	The terms of this Agreement or the amount of supplemental
unemployment pay being paid pursuant to this Agreement, except that you may
disclose this information to your spouse and your attorney, accountant or
other professional advisor to whom you must make the disclosure in order
for them to render professional services to you, provided that you first
advise them of this confidentiality provision and they also agree to
maintain the confidentiality of the supplemental unemployment pay and
benefits and terms of this Agreement.	 






	 	10.	 	Forfeiture. In the event that you breach any of your obligations under this
Agreement, including but not limited to the restrictions and obligations set forth in
paragraphs 4, 5, 6 and 9 above, the Company is entitled to stop your supplemental
unemployment payments, recover the supplemental unemployment already paid you and seek all
other relief provided by law or equity.






	 	11.	 	It is agreed that neither you nor the Company, or any of its officers, directors or
employees, make any admission of any failing or wrongdoing or violation of any local, state
or federal law by entering into this Agreement, and that the parties have entered into this
Agreement simply to resolve your employment relationship in an amicable manner. While
considering this Agreement and at all times thereafter, you agree to act in a professional
manner and not make any disparaging or negative statements regarding the Company, or its
affiliated companies, and their officers, directors and employees, or to otherwise act in
any manner that would damage the business reputation of the same. The Company agrees that
it will direct its Board of Directors, Officers and direct reports to the CEO not to make
any disparaging or negative statements regarding you.






	 	12.	 	Throughout the Salary Continuation Period and thereafter, you agree, upon reasonable
notice, to advise and assist the Company and its counsel in preparing such operational,
financial and other reports, or other filings and documents, as the Company may reasonably
request, and otherwise cooperate with the Company and its affiliates with any request for
information. You also agree during the Salary Continuation Period and for a reasonable
time period thereafter to assist the Company and its counsel in prosecuting or defending
against any litigation, complaints or claims against or involving the Company or its
affiliates. The Company shall pay your necessary travel costs and expenses in the event it
requires you to assist it under this paragraph.






	 	13.	 	You acknowledge and agree that this Agreement sets forth the entire understanding
between the parties concerning the matters discussed herein, that no promise or inducement
has been offered to you to enter into this Agreement except as expressly set forth herein,
and that the provisions of this Agreement are severable such that if any part of the
Agreement is found to be unenforceable, the other parts shall remain fully valid and
enforceable.






	 	14.	 	You agree to notify the Company within seventy-two (72) hours after accepting
Alternative Employment. You also agree to execute all documents necessary to resign from
all Company related Boards, including, but not limited to, NRH Limited.






	 	15.	 	You acknowledge receipt of the Summary Plan Descriptions of Newell Rubbermaid, Inc.’s
Supplemental Unemployment Pay Plan and Excess SUPP Pay Plan.






	 	16.	 	This Agreement shall be governed by the laws of the State of Ohio.






	 	17.	 	You are hereby advised in writing to consult an attorney prior to executing this
Agreement. You have twenty-one (21) days from your receipt of this letter to accept the
terms of this Agreement. You may accept and execute this Agreement within those 21 days.





If you accept the terms of this Agreement, please date and sign this letter and return it to me.
Once you execute this Agreement, you have seven (7) days in which to revoke in writing your
acceptance by providing the same to me, and such revocation will render this Agreement null and
void. Should you choose to mail your revocation to me, the revocation will be deemed to have been
made on the date of postmark or express mail. If you do not revoke your acceptance in writing and
provide it to me by midnight on the seventh day, this Agreement shall be effective the day after
the seven-day revocation period has elapsed.



Sincerely,



William M. Behlke


VP, Labor & Employment Law


Newell Rubbermaid, Inc.


3320 W. Market St.


Fairlawn, OH 44333



By signing this letter, I represent and warrant that I have not been the victim of age or other
discrimination or wrongful treatment in my employment and the termination thereof. I further
acknowledge that the Company advised me in writing to consult with an attorney, that I had at least
twenty-one (21) days to consider this Agreement, that I received all information necessary to make
an informed decision and I had the opportunity to request and receive additional information, that
I understand and agree to the terms of this Agreement, that I have seven (7) days in which to
revoke my acceptance of this Agreement, and that I am signing this Agreement voluntarily with full
knowledge and understanding of its contents.



Dated: February 12, 2009 Name: /s/ James Roberts





EXHIBIT A




NON-SOLICITATION AGREEMENT




I acknowledge that: Newell Rubbermaid Inc. and its affiliated companies (collectively the
“Company”) is engaged in a highly competitive and diverse business; it has expended, and will
continue to expend, substantial amounts of time, money and effort in developing, perfecting and
maintaining its position in the market place and in securing a stable, well-trained work force; and
the Company desires to protect its legitimate business interests such that its work force will be
used solely for the benefit of the Company and not in competition with or to the detriment of the
Company.



In consideration of my continued employment and being eligible for participation in the Newell
Rubbermaid Inc. Long Term Incentive Plan (“LTIP”), which I acknowledge is adequate and sufficient
consideration for my promises set forth in this Agreement, I agree that during my employment and
for a period of two (2) years thereafter, regardless of whether my separation is voluntary or
involuntary or the reason therefor, I will not directly or indirectly, individually or on behalf of
any person or entity, solicit or induce, or assist in any manner in the solicitation or inducement
of, any employees of the Company, other than those in clerical or secretarial positions, to leave
their employment with the Company, or any of its subsidiaries, affiliates, divisions or parent
companies, or their successors or assigns, whether to accept employment with another person or
entity or not to accept employment with another person or entity.



I understand that if I do not accept this Agreement by responding to the email to which it is
attached, I will not be eligible to participate in the LTIP.



I further acknowledge and agree that: (i) the restrictions provided in this Agreement are
reasonable in time and scope in light of the necessity for the protection of the business and good
will of the Company and the consideration provided to me under this Agreement; and (ii) my ability
to work and earn a living will not be unreasonably restrained by the application of these
restrictions.



I also recognize and agree that should I fail to comply with the restrictions set forth above, the
Company would suffer substantial damage for which there is no adequate remedy at law due to the
impossibility of ascertaining exact money damages. I therefore agree that in the event of the
breach or threatened breach by me of any of the terms and conditions of this Agreement, the Company
shall be entitled, in addition to any other rights or remedies available to it, to institute
proceedings in a federal or state court to secure immediate temporary, preliminary and permanent
injunctive relief without the posting of a bond. I additionally agree that if I am found to have
breached my covenant in this Agreement, the two (2) year time period will not begin to run until
after the breach has ended, and the Company will be entitled to recover all costs and attorney fees
incurred by it in enforcing this Agreement.



I understand and agree that this Agreement shall be governed by the laws of the state where I was
primarily located during my last twelve (12) months of employment with the Company. I additionally
agree to submit to personal jurisdiction in the federal and state courts for that state, and that
all suits arising between the Company and me must be brought in said courts, which will be the sole
and exclusive venue for such claims.



OTHER AGREEMENTS




1. No Guarantee of Stock Grant or Employment. I understand, consent and agree that
participation in the LTIP is subject to all terms and conditions of the Plan and the Newell
Rubbermaid Inc. Stock Plan, and that this Agreement is not a guarantee of any particular grant of
stock under the LTIP. I further understand this Agreement is not a guarantee of continued
employment, and that my employment is at the will of the Company and me, which means that either I
or the Company are free to terminate my employment at any time for any reason or no reason.



2. Binding Effect and Assignment. I understand that this Agreement shall be binding on any
successor to the Company, whether by merger, consolidation, acquisition of all or substantially all
of the Company’s assets or business or otherwise, as fully as if such successor were a signatory
hereto. I also understand and agree that the Company may at any time without further action by me
assign this Agreement to any successor or any of its affiliated companies. In the event of any
such assignment, the assignee company shall succeed to all of the rights and obligations held by
the Company under this Agreement. I additionally understand and agree that I may be requested or
it may be necessary at times for me to be transferred between the companies that are affiliated
with and comprise the Newell Rubbermaid Inc. group of companies. I therefore agree that in the
event I am transferred to or become employed with another company that is part of said group of
companies, this Agreement shall automatically be assigned to that company without any further
action by me, and that I need not receive any additional consideration for this Agreement to be
enforceable against me by the assignee.



3. Severability. I recognize and understand that if any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be illegal, invalid or unenforceable
in any respect, the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by such provision or by its severance from this Agreement. I further
agree that if any one or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to geographic or durational scope, it shall be construed, by
limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law
as it then shall appear.



4. Amendments and Waivers. I understand that this Agreement cannot be changed,
modified or amended, and no provision or requirement hereof may be waived, without an agreement in
writing signed by both parties.



PLEASE ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL OF THE PROVISIONS OF THIS
AGREEMENT, AND THAT YOU WERE AFFORDED SUFFICIENT OPPORTUNITY BY THE COMPANY TO OBTAIN INDEPENDENT
LEGAL ADVICE AT YOUR EXPENSE PRIOR TO EXECUTING THIS AGREEMENT, BY REPLYING TO THE EMAIL TO WHICH
THIS AGREEMENT IS ATTACHED.