2017 Long Term Incentive Plan

On February 8, 2017, the Organizational Development Compensation
Committee (the Committee) of the Board of Directors (the Board)
of Newell Brands Inc. (the Company) approved an amended Long Term
Incentive Performance Pay Terms and Conditions under the Companys
shareholder approved 2013 Incentive Plan (as amended, the LTIP),
to which the Company makes annual long term incentive awards of
restricted stock units (RSUs). Under the LTIP, the Committee (or
in the case of the Chief Executive Officer, the independent
members of the Board) makes time-based RSU and performance-based
RSU awards to key employees, including the named executive
officers. The value of the LTIP award is based upon a percentage
of the named executive officers salary or other such dollar value
as is determined by the Committee. Under the LTIP, a named
executive officers LTIP award is comprised 50% of
performance-based RSUs. All RSUs granted to named executive
officers under the LTIP vest three years from the date of grant.
The performance-based RSUs awarded may vest at 0% to 200%
depending upon the satisfaction of a total shareholder return
performance criteria. A copy of the LTIP is attached to this
Current Report on Form 8-K as Exhibit 10.1 and incorporated
herein by reference. In connection with adopting the LTIP, the
Committee also adopted an updated form of RSU agreement, which is
attached to this Current Report on Form 8-K as Exhibit 10.2 and
incorporated herein by reference.

Under the LTIP the following awards were made to the named
executive officers, all of which are based on the closing price
of the Companys stock on February 9, 2017, or $46.33:

Bonus Program

On February 8, 2017, the Committee adopted the Newell Brands Inc.
Management Bonus Plan (the Bonus Plan) under the shareholder
approved 2013 Incentive Plan. The purpose of the Bonus Plan is to
enable the Company to grant performance-based incentive awards to
named executive officers that qualify as performance-based
compensation under Section 162(m). Under the Bonus Plan, the
Committee selected an outer limit for 2017 bonus awards, which
reflects the maximum amount of the bonus award that each named
executive officer may receive, based on the achievement of
normalized operating income targets.

The Committee also used its discretion under the Bonus Plan to
establish the performance criteria for the 2017 bonus awards. For
each named executive officer, 2017 bonus awards will be tied to
corporate performance goals

previously approved by the Companys shareholders, including core
sales growth, normalized earnings per share and normalized gross
margins. Following completion of 2017, named executive officers
are eligible to receive a bonus equal to such named executive
officers base salary multiplied by the product of the target
payout percentage described below and the Aggregate Corporate
Performance Bonus Multiplier (as defined below), in each case
based on attainment of applicable corporate performance goals,
and subject to adjustment up or down (but not in excess of the
outer limit described above), based on individual performance or
other factors deemed relevant by the Committee.

The Aggregate Corporate Performance Bonus Multiplier is a
percentage from 0% to 200% determined by the Committee based on
specified performance criteria for each applicable 2017 bonus
award. The named executive officers participate in the 2017 Bonus
Plan with a target payout equal to the percentage of their
respective base salary as set forth below. In order to receive
their bonuses, participants generally will be required to
continue to be employed by the Company through December 31, 2017.
The amount awarded to a named executive officer under the Bonus
Plan will range between 0% and 200% of the target payout, based
on the extent to which applicable performance criteria are met.

The foregoing description of the material terms of the Bonus Plan
does not purport to be a complete description of the Bonus Plan
and is qualified in its entirety by reference to the Bonus Plan,
a copy of which is attached to this Current Report on Form 8-K as
Exhibit 10.3 and incorporated herein by reference.