EXHIBIT 10.2
NEWELL RUBBERMAID INC. 2003 STOCK PLAN
PERFORMANCE SHARE AWARD AGREEMENT
A Performance Share Award (the "Award") granted by Newell
Rubbermaid Inc., a Delaware
corporation (the "Company"), to the
employee named in the
attached Award letter (the "Grantee"), relating
to the common stock, par
value $1.00 per share and related preferred
stock purchase rights (the
"Common Stock"), of the Company, shall be
subject to the following
terms and conditions and the provisions of
the Newell Rubbermaid Inc.
2003 Stock Plan (the "Plan"), a copy of
which is attached hereto and
the terms of which are hereby
incorporated by
reference:
1. ACCEPTANCE BY
GRANTEE. The receipt
of the Award is
conditioned upon its
acceptance by the Grantee in the space provided
therefor at the end of the
attached Award letter and the return of an
executed copy of such Award
letter to the Secretary of the Company no
later than 60 days after the
Award Date set forth therein or, if
later, 30 days after the
Grantee receives this Agreement.
2. ISSUANCE OF
SHARES. On or prior to
March 31, 2007, the
Grantee shall be entitled to
receive a number of shares of Common
Stock (the "Award Shares")
having a Fair Market Value (determined as
of the Payout Date) equal to
the product of the Payout Percentage
multiplied by the Target
Award. For purposes of
this Award, (i)
"Payout Date" shall mean the
date on which the Award Shares, if any,
are issued to Grantee
pursuant to this Award; (ii) "Payout Percentage"
shall mean the percentage of
the target cash bonus earned by Grantee
under the Company's
Management Cash Bonus Plan for the 12-month period
ending December 31, 2006;
and (iii) "Target Award" shall mean the
value of Grantee's target
Performance Share award, which amount shall
be calculated by multiplying
the Grantee's base salary earned during
the 12-month period ending
December 31, 2006 by the percentage of the
Grantee's base salary
indicated as the target Award in the attached
Award letter; provided that
transfer of employment to a different
position within the Company
or any of its affiliates may result in
adjustment of the percentage
of the Grantee's base salary used to
determine the Target Award,
in the discretion of the Vice President
Human Resources.
3. TRANSFER
RESTRICTIONS. This
Award shall not be sold,
assigned, pledged or
otherwise transferred, voluntarily or
involuntarily, by the
Grantee (or his estate or personal
representative, as the case
may be). Award Shares,
once issued, shall
be freely transferable and
subject to no restrictions on transfer,
other than any such
restrictions arising under federal, state or
foreign securities laws.
11/2005
4. DEATH,
DISABILITY OR RETIREMENT. In the event that the
Grantee's employment with
the Company and all of its affiliates
terminates due to the
Grantee's death, disability or retirement, this
Award and the Grantee's
right (or the right of his estate or personal
representative, as the case
may be) to receive the Award Shares shall
vest in full upon the date
of such termination.
