2002 Deferred Compensation Plan

EXHIBIT 10.1


NEWELL RUBBERMAID INC.
2002 DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2004)


Newell Rubbermaid Inc. hereby establishes, effective as of January 1, 2002, the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan on the terms and conditions hereinafter set forth. Such Plan provides certain eligible employees and directors with the opportunity to defer portions of their base salary, bonus payments and director fees and, in conjunction with the Newell Rubbermaid Supplemental Executive Retirement Plan, receive certain other retirement benefits, all in accordance with the provisions of the Plan.


SECTION I
DEFINITIONS


For the purposes hereof, the following words and phrases shall have the meanings set forth below, unless their context clearly requires a different meaning:


1.1. "Account" means the bookkeeping account maintained by the Committee on behalf of each Participant pursuant to Section 2.5. The sum of each Participant's Sub-Accounts, in the aggregate, shall constitute his Account.


1.2. "Affiliate" means any corporation, joint venture, partnership, unincorporated association or other entity that is affiliated, directly or indirectly, with the Company and which is designated by the Committee from time to time.


1.3. "Base Salary" means the annual base rate of cash compensation (which, in the case of a Participant who is a Director, shall include his annual director's fees or other similar amounts payable in cash) payable by the Company and/or by any Affiliate to a Participant.


1.4. "Beneficiary" or "Beneficiaries" means the person or persons, including one or more trusts, designated by a Participant in accordance with the Plan to receive payment of the remaining balance of the Participant's Account in the event of the death of the Participant prior to the Participant's receipt of the entire amount credited to his Account.


1.5. "Board" means the Board of Directors of the Company.


1.6. "Bonus" means cash incentive compensation payable pursuant to a bonus or other incentive compensation plan, whether such plan is now in effect or hereafter established by the Company, which the Committee may designate from time to time.


1.7. "Change in Control" means the occurrence of any of the following events without the prior written approval of a majority of the entire Board as it exists immediately prior to such event; provided that, in the case of an event described in (i) or (iii) below, such approval


occurs before the time of such event and, in the case of an event described in (ii) below, such approval occurs prior to the time that any other party to the event described in (ii) (or any affiliate or associate thereof) acquires 20% or more of the Voting Power:


(i) The acquisition by an entity, person or
group (including all affiliates or associates of such entity, person or
group) of beneficial ownership, as that term is defined in Rule 13d-3
under the Securities Exchange Act of 1934, of capital stock of the
Company entitled to exercise more than 50% of the outstanding voting
power of all capital stock of the Company entitled to vote in elections
of directors ("Voting Power");


(ii) The effective time of (A) a merger or
consolidation of the Company with one or more other corporations as a
result of which the holders of the outstanding Voting Power of the
Company immediately prior to such merger or consolidation (other than
the surviving or resulting corporation or any affiliate or associate
thereof) hold less than 50% of the Voting Power of the surviving or
resulting corporation, or (B) a transfer of a majority of the Voting
Power, or a Substantial Portion of the Property, of the Company other
than to an entity of which the Company owns at least 50% of the Voting
Power; or


(iii) The election to the Board of the Company, of
directors constituting a majority of the number of directors of the
Company then in the office.


For this purpose, "Substantial Portion of the Property of the Company" shall mean 75% of the aggregate book value of the assets of the Company and its affiliates and associates as set forth on the most recent balance sheet of the Company, prepared on a consolidated basis, by its regularly employed, independent, certified public accountants.


1.8. "Committee" means the committee appointed to administer the Plan. Unless and until otherwise specified, the Committee under the Plan shall be the Company's Benefit Plans Administrative Committee.


1.9. "Company" means Newell Rubbermaid Inc. and its successors, including, without limitation, the surviving corporation resulting from any merger or consolidation of Newell Rubbermaid Inc. with any other corporation or corporations.


1.10. "Director" means a member of the Board.


1.11. "Disability" has the meaning given to such term in the long-term disability plan of the Company or Affiliate, as applicable to any Participant, or if no such plan exists, as determined by the Committee.


1.12. "Election Agreement" means a Participant's agreement, on a form provided by the Committee, to defer his Base Salary and/or Bonus.


1.13. "Eligible Employee" means an employee of the Company or an Affiliate who is, as determined by the Committee, a member of a "select group of management or highly compensated employees," within the meaning of Sections 201, 301 and 401 of ERISA, and who


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is selected by the Committee to participate in the Plan. Unless otherwise determined by the Committee, an Eligible Employee shall continue as such until termination of employment.


1.14. "Employer Contributions" has the meaning given to such term in Section 2.4.


1.15. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


1.16. "In-Service Sub-Account" means each bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(ii). The Committee shall specify from time to time the maximum number of In-Service Sub-Accounts that may be established for any one Participant.


1.17. "Insolvent" means that the Company or an Affiliate, whichever is applicable, has become subject to a pending voluntary or involuntary proceeding as a debtor under the United States Bankruptcy Code or has become unable to pay its debts as they mature.


1.18. "Participant" means any Eligible Employee or Director who has at any time elected to defer the receipt of a Bonus and/or Base Salary in accordance with the Plan, or who has received or is entitled to receive a credit to his or her Account pursuant to Section 2.4, and who, in conjunction with his Beneficiary, has not received a complete distribution of the amount credited to his Account.


1.19. "Plan" means this deferred compensation plan, which shall be known as the Newell Rubbermaid Inc. 2002 Deferred Compensation Plan.


1.20. "Retirement Sub-Account" means the bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(i).


1.21. "SERP Cash Sub-Account" means the bookkeeping Sub-Account maintained by the Committee on behalf of each Participant pursuant to Sections 2.5 and 2.6(i).


1.22. "SERP Participant" means (i) each Eligible Employee holding the title of vice-president of the Company as of December 31, 2003 who accrued benefits under the Newell Operating Company Supplemental Retirement Plan for Key Executives and who timely elected, on a form provided by the Committee, to receive a credit to his SERP Cash Sub-Account under the Plan in lieu of all benefits to which he would otherwise be entitled under the Newell Operating Company Supplemental Retirement Plan for Key Executives, and (ii) each Eligible Employee holding the title of division president or above of the Company as of December 31, 2003.


1.23. "Sub-Account" means each bookkeeping Retirement Sub-Account, In-Service Sub-Account and SERP Cash Sub-Account maintained by the Committee on behalf of each Participant pursuant to Section 2.6.


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1.24. "Termination of Service Date" means the date a Participant ceases to be an employee of the Company and its Affiliates by death, retirement, Disability or otherwise. The "Termination of Service Date" of any Participant who is a Director and who is not an Eligible Employee shall be the date such Participant ceases to be a member of the Board.


1.25. "Year" means a calendar year.


1.26. "Years of Credited Service" has the meaning provided in the Newell Rubbermaid Supplemental Executive Retirement Plan.


SECTION II
DEFERRALS, CONTRIBUTIONS AND ACCOUNTS


2.1. Eligibility for Deferral. Subject to Section 2.3, an Eligible Employee or Director may elect to defer receipt of all or a specified part of his Base Salary and/or Bonus for any Year in accordance with Section 2.2. An Eligible Employee's, or Director's, entitlement to defer shall cease with respect to the Year following the Year in which he ceases to be an Eligible Employee or Director, as applicable.


2.2. Election to Defer. Unless otherwise provided by the Committee, an Eligible Employee or Director who desires to defer all or part of his Base Salary and/or Bonus pursuant to the Plan must complete and deliver an Election Agreement to the Committee before the first day of the Year for which such compensation would otherwise be paid. An Eligible Employee or Director who timely delivers an executed Election Agreement to the Committee shall be a Participant. Unless otherwise provided by the Committee, an Election Agreement that is timely delivered to the Committee shall be effective for the Year following the Year in which the Election Agreement is delivered to the Committee, unless such Election Agreement is revoked or modified with the consent of the Committee or until terminated automatically upon either the termination of the Plan, the Company or any Affiliate which employs the Participant becoming Insolvent or the Participant's Termination of Service Date. Notwithstanding the above, in the event that an individual first becomes an Eligible Employee or Director during the course of a Year, rather than as of the first day of a Year, the individual's Election Agreement must be filed no later than thirty (30) days following the date he first becomes an Eligible Employee or Director, as applicable, and such Election Agreement shall be effective only with regard to Base Salary and Bonuses earned following the filing of the Election Agreement with the Committee.


2.3. Amount Deferred. A Participant shall designate on the Election Agreement the portion of his Base Salary and/or Bonus that is to be deferred in accordance with the following rules.


(i) Base Salary. A Participant may defer up to
50% of the Base Salary that the Participant would otherwise receive
during the Year for services performed as an Eligible Employee,
provided, however, that the Participant shall not be permitted to defer
less than $2,000 of such amount during any one Year, and any such
attempted deferral shall not be effective. A Participant may defer up
to 100% of the Base Salary that the


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Participant would otherwise receive during the Year for services
performed as a Director, provided, however, that the portion of such
Base Salary that is eligible for deferral will be reduced by applicable
employment taxes if such reduction is required in order to provide the
Company or its Affiliates with a source of funds, from such Base
Salary, with which to pay such employment taxes.


(ii) Bonus. A Participant may defer up to 100% of
the Bonus that the Participant earns during the Year. Notwithstanding
the preceding sentence, the portion of a Participant's Bonus that is
eligible for deferral will be reduced by applicable employment taxes if
such reduction is required in order to provide the Company or its
Affiliates with a source of funds, from the Bonus, with which to pay
such employment taxes. In any event, a Participant shall not be
permitted to defer less than $2,000 of his Bonus during any one Year,
and any such attempted deferral shall not be effective. To the extent
permitted by the Committee, a Participant may specify in the Election
Agreement that different percentages or dollar amounts shall apply to
Bonuses payable under different bonus or incentive compensation plans.


2.4. Employer Contributions.


(i) In general. The Company or any Affiliate
may, in its discretion, credit contributions ("Employer Contributions")
under this Plan to one or more Sub-Accounts with respect to one or more
Participants. The amount and vesting schedule of such Employer
Contributions, if any, shall be determined by the Company or Affiliate
in its sole discretion; provided, however, that a Participant shall
have no vested interest in amounts credited to his SERP Cash
Sub-Account (and any related earnings) until he has six (6) Years of
Credited Service, at which time he shall acquire a ten percent (10%)
vested interest therein. Upon completion of each additional Year of
Credited Service, a Participant shall acquire additional vesting in the
amounts credited to his SERP Cash Sub-Account (and any related
earnings) according to the following schedule:


YEARS OF VESTED PERCENTAGE IN CREDITED SERVICE THE SERP CASH SUB-ACCOUNT - ---------------- -------------------------
5 or Less 0%
6 10%
7 20%
8 30%
9 40%
10 50%
11 60%
12 70%
13 80%
14 90%
15 100%


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Notwithstanding anything in this Plan to the contra ...