EX-10.13



 Exhibit 10.13 
 FORTUNE BRANDS HOME & SECURITY, INC. 
 2011 LONG-TERM INCENTIVE
PLAN 
 Form of Performance Share Award Notice (the “Notice”) 

Home & Security Corporate Officers and Operating Company Presidents 

You have been awarded target performance share awards (“PSAs”) that will be paid in shares of common stock
of Fortune Brands Home & Security, Inc. (the “Company”). The number of shares of Company common stock paid (if any) at the end of the Performance Period will be based upon Company performance compared to the performance
goals described below and pursuant to the terms and conditions of the Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and the Performance Share Award Agreement (together with this Notice, the
“Agreement”). Copies of the Plan and the Performance Share Award Agreement are available on the Morgan Stanley Benefit Access® website (www.benefitaccess.com). Capitalized terms not defined in this Notice have the meanings specified in the Plan or the Agreement. 

 

											
	Award:	  	The right to earn a number of shares of Company common stock, to be paid at the end of the Performance Period, based upon the Company’s attainment of the
Performance Goals described below.
		
	Award Date:	  	February xx, 20xx
		
	Performance Period:	  	January 1, 20xx – December 31, 20xx
		
	 Vesting Date:
	  	The later of January 31, 20xx or the date as of which the Compensation Committee of the Company’s Board of Directors certifies attainment of the Performance Goals
described below.

 Performance Goals and Percentage of Performance Shares Awarded: 

 

																	
		
	 	 	  	Average ROIC
(Weighted
25%)	 
	  	Minimum	 	  	Target	 	  	Maximum	 
	 	  	 	 	  	x%	 	  	x%	 	  	x%	 
	
Diluted Cumulative EPS before Charges/Gains (Weighted 75%)
	 	  	% of Performance Shares Earned	 
	Minimum	  	$	x.xx	  	  	 	0	  	  	 	25	  	  	 	50	  
	Target	  	$	x.xx	  	  	 	75	  	  	 	100	  	  	 	125	  
	Maximum	  	$	x.xx	  	  	 	150	  	  	 	175	  	  	 	200	  









											
		  	If Company performance falls between two goals, the number of Performance Shares to be paid will be interpolated between the two applicable goals.
		
	 Adjustments:
	  	Appropriate and equitable adjustments (which may be increases or decreases) shall be made to the Performance Goals Compensation Committee of the Company’s Board
of Directors as provided in Section 10 of the Award Agreement; provided that, except as permitted by Section 162(m) of the Internal Revenue Code, no adjustment shall be made which would result in an increase in the Holder’s compensation if the
Holder’s compensation is subject to the limitation on deductibility under Code Section 162(m), for the year with respect to which the adjustment occurs.








 FORTUNE BRANDS HOME & SECURITY, INC. 

2011 LONG-TERM INCENTIVE PLAN 
 Form of Performance Share Award Agreement (the “Agreement”) 

Fortune Brands Home & Security, Inc., a Delaware corporation (“Home & Security”), grants to Holder a
performance stock award (the “Award”) under the Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, the Award Notice and this Agreement
(collectively, the “Award”). The date of the grant, the number of shares of common stock of Home & Security to be paid to Holder under the Award (“Performance Shares”), the minimum, target and maximum goals
(“Performance Goals”) and the period such goals cover (the “Performance Period”), are provided in the separate notice outlining specifics of the Award (the “Award Notice”) and on the Plan’s online administrative
system. In all cases, Performance Goals for Home & Security and its consolidated subsidiaries (“Company”) will be determined in accordance with this Agreement and the Notice. 

1. Number of Shares Payable Pursuant to Award. The number of Performance Shares payable to Holder pursuant to the Award will be
determined as follows: 
 (a) If the Company’s performance during the period of January 1, 20xx through
December 31, 20xx (“Performance Period”) equals the minimum Performance Goals, the number of Performance Shares payable to Holder will equal the minimum number of Performance Shares. 

(b) If the Company’s performance during the Performance Period equals or exceeds the maximum Performance Goals for
the Performance Period, the number of Performance Shares payable to Holder will equal the maximum number of Performance Shares. 
 (c) If the Company’s performance during the Performance Period exceeds the minimum Performance Goals but is less than the maximum Performance Goals, the number of Performance Shares payable to Holder
will be interpolated between the minimum and maximum number of Performance Shares available under the Award, in accordance with the matrix found in the Notice. 
 (d) No Performance Shares will be payable for the Performance Period if the Company’s actual performance is less than the minimum Performance Goals established for the Performance Period. 

Any Performance Shares that become payable to Holder under this Award will be issued to Holder (or, in the event of Holder’s death
or Disability, Holder’s appointed and qualified executor or other personal representative) by Home & Security as soon as practicable following: (i) the end of the Performance Period; and (ii) the certification by the
Compensation Committee of the Company’s Board of Directors (the “Committee”) of the Company’s attainment of the Performance Goals. Notwithstanding any other provision of this Agreement, no Performance Shares will be paid unless
and until the Committee certifies the attainment of Performance Goals. In addition, no fractional shares will be delivered. 







 2. Termination of Employment During the Performance Period. 

(a) In the event of Holder’s death during the Performance Period, Holder’s beneficiary or estate (as applicable)
will be entitled to receive as soon as practicable following the certification of the Company’s performance by the Committee following the end of the Performance Period (as described in Section 1 above), a payment of the number of shares
of Home & Security common stock, if any, that would have otherwise been payable to Holder had Holder’s death not occurred prior to the end of the Performance Period, based upon actual Company performance, but prorated to reflect the
portion of the Performance Period that elapsed prior to Holder’s death. 
 (b) Notwithstanding the
provisions of Section 4 below, in the event of Holder’s Retirement or Disability (as defined below) during the Performance Period but at least one (1) year following the Award Date, Holder will be entitled to receive as soon as
practicable following the certification of the Company’s performance by the Committee following the end of the Performance Period (as described in Section 1 above), a payment of the number of shares of Home & Security common
stock, if any, that would have otherwise been payable to Holder had Holder’s employment not terminated prior to the end of the Performance Period, based upon actual Company performance, but prorated to reflect the portion of the Performance
Period that elapsed prior to Holder’s Disability or Retirement, as applicable. Notwithstanding the foregoing, in the event of a Change in Control or Divestiture (as described in Section 4 respectively, below), Holder will receive the
number of shares determined under Section 4 of this Agreement, as applicable, and not this Section 2, even if Holder is eligible for Retirement when Holder’s employment terminates. 

(c) For purposes of this Award, (i) “Retirement” means Holder’s termination of employment (other than
for Cause as described below) on or after attaining age 55 and the completing five (5) years of service with the Company or its predecessors or affiliates.; and (ii) Holder will have a “Disability” if Holder is receiving benefits
under the long-term disability plan maintained by Holder’s employer; provided that, if Holder is subject to the restrictions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) then such Disability must
also satisfy the requirements of Section 22(e)(3) of the Code. 
 (d) If the Company terminates
Holder’s employment during the Performance Period for Cause (as defined below), then the Award, whether or not vested, will terminate immediately upon such termination of employment. For purposes of this Award, “Cause” has the same
meaning as specified in any employment or other written agreement between Holder and the Company regarding benefits upon termination of employment (“Termination Agreement”), provided that if Holder is not a party to a Termination Agreement
that contains such definition, then Cause will have the same meaning provided for such term under the severance plan sponsored by Holder’s employer and under which Holder is eligible to participate. 







 (e) Except as otherwise provided in Section 4 below, if Holder’s
employment with the Company terminates during the Performance Period for any reason other than death, Disability, Retirement or Cause, the Award will be canceled as of Holder’s termination date and Holder will not be entitled to any payment of
Performance Shares. 
 (f) For the purposes of this Agreement, (i) a transfer of Holder’s employment
from Home & Security to a subsidiary or vice versa, or from one subsidiary to another, without an intervening period, will not be deemed a termination of employment; and (ii) if Holder is granted in writing a leave of absence, Holder
will be deemed to have remained in the employ of Home & Security or a subsidiary during such leave of absence. 
 3.
Dividend Equivalents. Holder will be entitled to receive dividend equivalents with respect to the Award, to the extent that the Company pays dividends on Company common stock during the Performance Period. Such dividend equivalents will be
equal to the amount of cash dividends (if any) that would have been declared on that number of shares actually paid to Holder at the end of the Performance Period if such shares had been issued and outstanding on the dividend record date occurring
during the Performance Period. Dividend equivalents (if any) will be subject to the same vesting conditions as the Performance Shares and will be paid to Holder in cash at the same time as the shares of common stock subject to the Award are
delivered. 
 4. Change in Control and Divestitures. 

(a) In the event of a Change in Control of the Company (as defined in the Plan), the Award will become subject to
Section 5.8 of the Plan. In the event that the Performance Shares remain outstanding following a Change in Control and Holder’s employment is terminated following a Change in Control but prior to the end of the Performance Period either:
(a) by the Company other than for Cause, or (b) by Holder for “Good Reason” (as defined below), the Award will become nonforfeitable and will be paid out on the date Holder’s employment terminates (x) assuming that the
Company had achieved its target Performance Goals under the Award for the entire Performance Period, but (y) pro-rated for the portion of the Performance Period that elapsed prior to Holder’s termination of employment. For purposes of this
Award, “Good Reason” will have the same meaning as such term has under any Termination Agreement, provided that if Holder is not a party to any Termination Agreement that contains such definition, then Good Reason will include any of the
reasons allowing Holder to terminate employment and remain eligible for severance benefits under the severance plan sponsored by Holder’s employer and under which Holder is eligible to participate. 

(b) Divestiture. In the event that Holder’s principal employer is a subsidiary of the Company that ceases to
be a subsidiary of the Company’s control group as a result of a corporate transaction or reorganization (a “Divestiture”), the Award will become nonforfeitable and will be paid out as of the Divestiture Date (x) based upon actual
subsidiary performance through the Divestiture Date, and (y) pro-rated for the portion of the Performance Period that elapsed prior to Holder’s termination of employment. 







 5. No Stockholder Rights. Holder will not have any rights of a stockholder (including
voting rights) or any other right, title or interest, with respect to any of the Performance Shares unless and until such shares have been recorded on the Company’s official stockholder records as having been issued or transferred to Holder in
the form of common stock of the Company. 
 6. Compliance with Applicable Law. The Award is subject to the condition that
if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a
condition of, or in connection with, the payment, delivery or issuance of Performance Shares, the shares of common stock subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent,
approval or other action has been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to obtain and maintain any such listing, registration, qualification, consent, approval or
other action. 
 7. Company Clawback Policy. Notwithstanding any provision of the Plan or this Agreement to the contrary,
outstanding Performance Shares may be cancelled, and the Company may require Holder to return shares of Company common stock (or the value of such stock when originally paid to Holder) received under this Award and any other amount required by
applicable law to be returned, in the event that such repayment is required in order to comply with the Company’s clawback policy as then in effect or any laws or regulations relating to restatements of the Company’s publicly-reported
financial results. 
 8. Nontransferability. This Award may not be transferred, assigned, pledged or hypothecated in any
manner, by operation of law or otherwise, other than by Holder (a) by will or by the laws of descent and distribution; or (b) pursuant to an approved domestic relations order approved in writing by the Secretary of the Committee or the
Secretary’s designee. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be
subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all related rights will immediately become null and void. 

9. Tax Withholding. As a condition to the delivery of shares of common stock following the end of the Performance Period and the
certificate of performance results by the Committee, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and
pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Holder fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any
Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash
payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of common stock having an aggregate Fair Market Value (as defined below),
determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of common stock which








 
would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and
(c). Shares of common stock to be delivered or withheld may not have a Fair Market Value in excess of the minimum amount of the Required Tax Payments. For purposes of this Award, “Fair Market Value” as of any date means the value
determined by reference to the closing price of a share of Common Stock as finally reported on the New York Stock Exchange for the trading day immediately preceding such date. Any fraction of a share of common stock which would be required to
satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of common stock will be issued or delivered until the Required Tax Payments have been satisfied in full. 

10. Adjustments. 
 (a) In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of common stock other than a regular cash dividend, the number and class of securities subject to the Award will be equitably adjusted by the Committee, such adjustment to be made in accordance
with Section 409A of the Code, to the extent applicable. The decision of the Committee regarding any such adjustment is final and binding. 
 (b) Appropriate and equitable adjustments (which may be increases or decreases) will be made by the Committee to the Performance Goals to take into account changes in law to reflect the inclusion or
exclusion of the impact of extraordinary or unusual items, events or circumstances, including, but not limited to (i) changes in laws, regulations and accounting principles; (ii) actual gains or losses related to defined benefit plan
accounting; and (iii) impairment and restructuring related changes; provided that, except as permitted by Section 162(m) of the Code, no adjustment will be made which would result in an increase in Holder’s compensation if
Holder’s compensation is subject to the limitation on deductibility under Code Section 162(m), for the year with respect to which the adjustment occurs. 
 11. No Rights to Continued Employment. In no event will the granting of the Award or its acceptance by Holder, or any provision of this Agreement or the Plan, give or be deemed to give Holder any
right to continued employment by the Company or affect in any manner the right of the Company to terminate the employment of any person at any time for any reason. 
 12. Decisions of Board or Committee. The Board or the Committee has the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other
action made or taken by the Board or the Committee regarding the Plan or this Agreement is final and binding. 
 13.
Successors. This Agreement is binding upon and will inure to the benefit of any successor or successors of the Company and any person or persons who, upon the death of Holder, acquire any rights in accordance with this Agreement or the Plan.

 14. Notices. All notices, requests or other communications provided for in this Agreement will be made, if to the
Company, to Fortune Brands Home & Security, Inc., Attn. Secretary of the Compensation Committee of the Board of Directors, 520 Lake Cook Road, 







 
Deerfield, Illinois 60015, and if to Holder, to the last known mailing address of Holder contained in the records of the Company. All notices, requests or other communications provided for in
this Agreement will be made in writing either (a) by personal delivery; (b) by facsimile or electronic mail with confirmation of receipt; (c) by mailing in the United States mails; or (d) by express courier service. The
notice, request or other communication will be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the intended party if by United States mail or express courier
service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it will be deemed to be received on the next succeeding business day of the Company. 

15. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement will not affect any other
provisions of this Agreement and this Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted. 
 16. Governing Law. This Agreement, the Award and all determinations made and actions taken with respect to this Agreement or Award, to the extent not governed by the Code or the laws of the United
States, will be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of laws. 
 17. Agreement Subject to the Plan. This Agreement is subject to, and will be interpreted in accordance with, the Plan. Holder hereby acknowledges receipt of a copy of the Plan, and by accepting the
Award in the manner specified by the Company, he or she agrees to be bound by the terms and conditions of this Agreement, the Award and the Plan. In the event of a conflict between this Agreement and the Plan, the terms of the Plan will apply

 18. Section 409A. This Agreement and the Award are intended to comply with the requirements of Section 409A
of the Code and will be interpreted and construed consistently with such intent. Any payment of Performance Shares to the Holder pursuant to this Agreement is also intended to be exempt from Section 409A of the Code to the maximum extent
possible as a short-term deferral pursuant to Treasury regulation §1.409A-1(b)(4). In the event the terms of this Agreement would subject Holder to taxes or penalties under Section 409A of the Code (“409A Penalties”), Holder and
the Company will cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event will the Company be responsible for any 409A Penalties that arise in connection with any
amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Holder’s “termination of employment,” such term will be deemed to refer to Holder’s “separation from
service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Holder is a “specified employee,” as defined in Section 409A of the Code, as of the date of Holder’s
separation from service, then to the extent any amount payable to Holder (a) is payable upon Holder’s separation from service, and (b) under the terms of this Agreement would be payable prior to the six-month anniversary of
Holder’s separation from service, such payment will be delayed until the earlier to occur of: (x) the six-month anniversary of Holder’s separation from service and (y) the date of Holder’s death. 

19. Counterparts. This Agreement may be executed in one or more counterparts, all of which together will constitute but one
Agreement.