UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2005
_________________________
NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09608 363514169
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification No.)
of incorporation)
10 B Glenlake Parkway,
Suite 600,
Atlanta, Georgia 30328
----------------------
(Address of principal
executive offices)
Registrant's telephone number, including area code: 770-407-3800
Not Applicable
--------------------------------------------
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 9, 2005, the Board of Directors of Newell Rubbermaid
Inc. (the "Company") approved and ratified, in accordance with the
recommendations of the Organizational Development and Compensation
Committee (the "Committee"), the following actions:
Amendment to the Management Cash Bonus Plan
-------------------------------------------
The Board of Directors approved an amendment to the Company's
Management Cash Bonus Plan (the "Bonus Plan"). The amendment is
effective with respect to bonuses paid to eligible employees in 2007
based on the attainment of 2006 performance goals, and revises the
amounts of cash bonus paid if the target performance goals are
achieved at a 100% level, as follows:
(i) For the CEO of the Company, the bonus as a percentage of
salary is decreased from 134% to 105%.
(ii) For the group of participants that includes all executive
officers other than the CEO, the bonus as a percentage of
salary is decreased from 100.5% to 65%.
This decrease in bonuses is part of the Company's decision to
decrease the cash component, and increase the stock-based component,
of incentive compensation to eligible employees.
Approval of 2006 Performance Goals Under the Bonus Plan
-------------------------------------------------------
The Board of Directors approved performance goals established by
the Committee for the 2006 calendar year. Bonus payments will be
based on a combination of the following business criteria: (i) for
Corporate participants, 100% of the payment is based upon Company
earnings per share, cash flow, sales growth and total shareholder
return; (ii) for Group participants, 50% of the payment is based upon
the same items of Corporate performance (described in (i) above) and
50% of the payment is based upon Group sales growth and Group
operating income; and (iii) for Divisional participants, 25% of the
payment is based upon the same items of Corporate performance
(described in (i) above) and 75% of the payment is based upon Division
sales growth, Division operating income and Division cash flow.
Approval of the 2006 Long Term Incentive Plan
---------------------------------------------
The Board of Directors approved the Company's 2006 Long Term
Incentive Plan (the "2006 LTIP"), a copy of which is attached to this
Report as Exhibit 10.1 and incorporated herein by this reference. The
2006 LTIP establishes a methodology for determining the number of
shares of restricted stock of the Company to be awarded to
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participants under the Company's 2003 Stock Plan, beginning with
awards to eligible employees in 2007 based on attainment of 2006
performance goals.
The number of shares of restricted stock awarded to participants
is based upon attainment of performance goals relating to the
Company's total shareholder return and cash flow. For 2006, 75% of
the award is based upon the Company's total shareholder return, and
25% of the award is based upon the Company's cash flow. The target,
and maximum, value of the restricted stock award to each executive
officer is 100% of his base salary, and performance below the
specified shareholder return and cash flow levels will result in
smaller or no restricted stock awards. Once awarded, the stock is
subject to a risk of forfeiture and restrictions on transfer which
lapse three years after the date of the award.
Approval of Performance Share Award Agreement
---------------------------------------------
The Board of Directors approved a form of Performance Share Award
Agreement, a copy of which is attached to this Report as Exhibit 10.2
and incorporated herein by this reference. The form of Performance
Share Award Agreement was approved pursuant to the Company's 2003
Stock Plan for use in granting performance shares under the 2003 Stock
Plan to eligible participants in 2006.
All participants who participate in the 2006 LTIP will receive an
award of performance shares in 2006, which entitles them to receive a
grant of unrestricted stock of the Company on or before March 31, 2007
upon attainment of the performance goals set forth in the Bonus Plan
for 2006. The number of shares of unrestricted stock awarded to each
participant is determined by multiplying (i) the percentage of the
target cash bonus earned by the participant for 2006, (ii) the
participant's base salary earned during 2006, and (iii) the percentage
of the participant's base salary as indicated in the participant's
award notice. If during 2006 the participant's employment is
terminated due to death, disability or retirement, the performance
share award will vest in full. If during 2006 the participant's
employment is terminated for any reason other than death, disability
or retirement, the performance share award generally will be
forfeited. The value of a participant's award is intended to generally
equate to the reduction in the target cash bonus payment to be made to
the participant in 2007 as described above.
Compensation Arrangement for Mark D. Ketchum
--------------------------------------------
The Board of Directors approved a compensation arrangement for
Mark D. Ketchum, the Company's interim President and CEO. The
material terms include the following:
(i) Base salary of $1 million per year.
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(ii) A bonus opportunity under the Bonus Plan for 2005 equal to
25% of the bonus that would have been paid to a CEO if
employed for all of 2005, and based on attainment of the
CEO performance criteria and payout levels contained in
the Bonus Plan.
(iii) A bonus opportunity under the Bonus Plan for 2006, equal
to the bonus that would have been paid to him had he
remained employed until December 31, 2006 based on
attainment of the CEO performance criteria and payout
levels in effect for 2006, prorated for the number of days
of employment in 2006 as interim President and CEO.
(iv) Reimbursement of temporary living expenses while residing
in the Atlanta, Georgia area during his employment as
interim President and CEO and the use of a Company
airplane for commuting purposes.
(v) Participation in the Company's 2002 Deferred Compensation
Plan and other benefit plans provided to Company employees
generally.
(vi) A grant on November 9, 2005 of a stock option under the
Company's 2003 Stock Plan to acquire up to 75,000 shares
of Company stock, with an exercise price equal to the
closing price of the Company stock on November 9, 2005.
If his employment with the Company terminates for any
reason (including in connection with the hiring of a new
President and CEO) within one year of the grant date, he
will forfeit a portion of the option based on the number
of full and partial months in such one-year period during
which Mr. Ketchum does not serve as President and CEO.
The option is subject to a vesting schedule whereby 20% of
the option vests on each anniversary of the grant while he
is employed or in continued service on the Board of
Directors. The terms and conditions of the option grant
are set forth in the form of Stock Option Agreement for
Mr. Ketchum, a copy of which is attached to this Report as
Exhibit 10.3 and incorporated herein by this reference.
(vii) An award of performance shares to be granted in 2006 under
the Company's 2003 Stock Plan, entitling him to receive up
to 50,000 shares of unrestricted stock of the Company in
2007. The award will be based upon attainment of the CEO
performance goals set forth in the Bonus Plan for 2006
and/or upon attainment of the individual performance
criteria established by the Board of Directors. Other
terms and conditions of the award will be determined by
the Board of Directors. This award is in lieu of the
award of performance shares made to all other 2006 LTIP
participants as described above.
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Newell Rubbermaid Inc. 2006 Long Term Incentive Plan.
10.2 Form of Performance Share Award Agreement.
10.3 Form of Stock Option Agreement for Mark D. Ketchum.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID INC.
By: /s/ Dale L. Matschullat
----------------------------
Name: Dale L. Matschullat
Date: November 14, 2005 Title: Vice President -
General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.1 Newell Rubbermaid Inc. 2006 Long Term
Incentive Plan.
10.2 Form of Performance Share Award
Agreement.
10.3 Form of Stock Option Agreement for Mark
D. Ketchum.
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