Exhibit 10.1

February 8, 2023

Ravichandra K. Saligram

Via email

Dear Ravi:

You have informed Newell Brands Inc. (“the Company”) of your intention to retire from and relinquish your duties to the Company.

Once you sign this letter, it will be the full agreement between you and the Company on the terms of your separation from employment and retirement benefits to which you are entitled (the “Agreement”). If you are terminated for Good Cause before the Separation Date, you are not entitled to the benefits in this Agreement. This Agreement incorporates by reference the definition of Good Cause set forth in the Newell Brands Executive Severance Plan (the “Executive Severance Plan”)

1. Your employment with the Company will terminate effective May 16, 2023 (“Separation Date”). Through the Separation Date, you will remain an employee of the Company in the role of Chief Executive Officer, with full cash compensation, benefits and vesting that would otherwise occur in the ordinary course, and shall undertake all tasks and duties as necessary and requested by the Board of Directors of the Company (the “Board”), consistent with your responsibilities as a fully-engaged Chief Executive Officer in transition, to ensure that there is a seamless transition to your successor. You acknowledge and agree that you will not be nominated for election as a director at the 2023 annual meeting of the Company’s stockholders, that you will cease to serve on the Company’s Board of Directors upon the election of directors at the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”) to be held on the Separation Date, and that you will cease to serve as the Company’s Chief Executive Officer upon the conclusion of the Annual Meeting. Effective as of the close of business on the Separation Date, you hereby resign from any and all remaining positions you may hold with respect to the Company and each of its subsidiaries or affiliates, including as a director, officer or trustee. You will promptly execute any other documents to effectuate such resignations, as requested by the Company.

2. In consideration of your acceptance of this Agreement and consistent with the terms of your 2019 offer letter and your outstanding stock option and restricted stock unit award agreements, subject to your not revoking your acceptance of this Agreement, upon the Separation Date or any earlier date that your employment terminates for any reason (except termination by the Company for Good Cause or your resignation prior to the Separation Date), you will be entitled to the following:

This partial bonus will be paid at the same time as management bonuses are paid to active Company employees, no later than March 15, 2024.

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Except as stated above, all other benefits, bonuses, and compensation end on the Separation Date. However, you also will receive (i) your accrued salary and your unused vacation accrued through the Separation Date, payable on the first payroll payment date after the Separation Date, (ii) reimbursement or payment of all business expenses incurred, in accordance with Company policy, through the Separation Date and (iii) all accrued benefits and vested rights existing immediately prior to the Separation Date that you may have in the Newell Brands Employee Savings Plan and the Newell Brands Supplemental Employee Savings Plan.

3. In consideration of the payments and benefits provided to you above, the sufficiency of which you hereby acknowledge, you do, on behalf of yourself and your heirs, administrators, executors, and assigns, hereby fully, finally, and unconditionally release and forever discharge the Company and its parent, subsidiary, and affiliated entities and its and their former and present officers, directors, shareholders, employees, trustees, fiduciaries, administrators, attorneys, consultants, agents, and other representatives, and all their respective predecessors, successors, and assigns (collectively “Released Parties”), in their corporate, personal, and representative capacities, from any and all obligations, rights, claims, damages, costs, attorneys’ fees, suits, and demands, of any and every kind, nature and character, known or unknown, liquidated or unliquidated, absolute or contingent, in law and in equity, waivable

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and/or enforceable under any local, state, federal, or foreign common law, constitution, statute, or ordinance which arise from or relate to your employment with the Company or the termination thereof, or any past actions or omissions of the Company or any of the Released Parties through the date you sign this Agreement. Specifically included in this release is a general release which releases the Released Parties from any claims, including without limitation claims under: (1) Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act, as amended (disability discrimination); (3) 42 U.S.C. § 1981 (race discrimination); (4) the Age Discrimination in Employment Act (29 U.S.C. §§ 621-624) (age discrimination); (5) 29 U.S.C. § 206(d)(1) (equal pay); (6) Executive Order 11246 (race, color, religion, sex and national origin discrimination); (7) Executive Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation Act of 1973 (disability discrimination); (9) Employee Retirement Income Security Act of 1974, as amended; (10) the Occupational Safety and Health Act; (11) the Ledbetter Fair Pay Act; (12) the Family and Medical Leave Act; (13) the Genetic Information and Non-Discrimination Act; (14) the Uniformed Service Employment and Reemployment Rights Act; (15) the Worker Adjustment and Retraining Notification Act; and (16) other similar federal, state, and local anti-discrimination and other employment laws, and where applicable, any rights and claims arising under the law and regulations administered by California’s Department of Fair Employment and Housing. You further acknowledge that you are releasing, in addition to all other claims, any and all claims based on any retaliation, tort, whistle-blower, personal injury, defamation, invasion of privacy, retaliatory discharge, constructive discharge, or wrongful discharge theory; any and all claims based on any oral, written, or implied contract or on any contractual theory; any and all claims based on any public policy theory; any and all claims for severance pay, supplemental unemployment pay, or other separation pay or benefits, including but not limited to claims under the Executive Severance Plan, Newell Brands Employee Severance Plan and Summary Plan Description, Newell Rubbermaid Supplemental Unemployment Pay Plan, the Newell Rubbermaid Excess Severance Plan or any predecessor plans (collectively, the “Severance Plans”); any and all claims related to the Company’s use of your image, likeness, or photograph in any works created prior to the Separation Date (provided such use does not violate Company policy or the Company’s obligations in Section 7 below); and any and all claims based on any other federal, state, or local Constitution, regulation, law (statutory or common), or other legal theory, as well as any and all claims for punitive, compensatory, and/or other damages, back pay, front pay, fringe benefits, and attorneys’ fees, costs, or expenses. Nothing in this Agreement, however, is intended to waive (i) your entitlement to vested benefits under any employee benefit plan (other than any of the Severance Plans) provided by the Company or under this Agreement, (ii) any claim you may have for indemnification, advancement of expenses and coverage as an insured under any applicable contract of directors and officers liability insurance or pursuant to the Company’s charter and by-laws or applicable law, or (iii) any claim as a stockholder of the Company. Finally, the above release does not waive claims that you could make, if available, for unemployment compensation, workers’ compensation, or claims that cannot be released by private agreement.

You further acknowledge and agree that you have not filed, assigned to others the right to file, nor are there pending, any complaints, charges, or lawsuits by or on your behalf against the Company or any Released Party with any governmental agency or any court. Nothing herein is intended to or shall preclude you from filing a complaint and/or charge with any appropriate federal, state, or local government agency (including the U.S. Equal Employment Opportunity Commission (EEOC)), reporting or providing information to any agency, or cooperating with any agency in its investigation or other proceeding. In addition, nothing herein prevents you from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity you are not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange

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Act of 1934. You understand and agree that you shall not be entitled to and expressly waive any right to personally recover against any Released Party in any action brought against any Released Party by any governmental agency, you give up the opportunity to obtain monetary damages, without regard as to who brought said complaint or charge and whether the monetary damages are recovered directly or indirectly on your behalf, and you understand and agree that this Agreement shall serve as a full and complete defense by the Company and the Released Parties to any such claims. This Agreement, however, does not limit your right to receive a reward for information provided to any government agencies.

4. You understand and agree that this Agreement contemplates and memorializes an unequivocal, complete, and final dissolution of your employment relationship with the Company, and that, therefore, you have no automatic right to be reinstated to employment with or rehired by the Company, and that in the future, the Company and its affiliated and related entities and their successors and assigns shall have no obligation to consider you for employment, although it may voluntarily choose to do so.

5. You agree to return to the Company all of the Company’s property, including, without limit, any electronic or paper documents and records and copies thereof that you received or acquired during your employment containing confidential Company information and/or regarding the Company’s practices, procedures, trade secrets, customer lists, or product marketing, and that you will not use the same for your own purpose. You further agree to return to Bradford R. Turner any and all hard copies of any documents which are the subject of a document preservation notice or other legal hold and to notify Mr. Turner of the location of any electronic documents which are subject to a legal hold.

6. When permitted by applicable law, you agree that in the event that you breach any of your obligations under this Agreement, the Company is entitled to stop any of the payments or other consideration to be provided to you pursuant to Paragraph 2 of this Agreement and to recover any payments or other consideration already paid or delivered to you, including equity-based compensation. This includes, when allowed by applicable law, the return by you of the value of other benefits already paid to or received by you pursuant to this Agreement, including equity-based compensation, prior to your proceeding with any claim in court against any of the Released Parties. In the event of any dispute under this Agreement, the prevailing party in such dispute shall be entitled to obtain any and all other relief provided by law or equity including the payment of its attorneys’ fees and costs from the party not prevailing (and if both parties are determined to have prevailed, then each party shall pay its own attorneys’ fees and costs).

If the Company discovers that you committed acts that justify a termination for Good Cause, the Company may terminate this Agreement upon written notice and/or may require you to reimburse the Company for all payments made to and benefits received by you under this Agreement, including equity-based compensation. Moreover, subject to the discretion and approval of the Board, the Company will require reimbursement and/or cancellation of any bonus or other incentive compensation, including equity-based compensation, where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a material restatement, (b) in the Board’s view, you engaged in fraud or willful misconduct that was a significant contributing cause to the need for the restatement, and (c) a lower award would have been made to you based upon the restated financial results. In each such instance, the Company will, to the extent permitted by applicable law and subject to the fiduciary duties of the Board, seek to recover your bonus award or other incentive compensation paid or issued to you in excess of the amount that would have been paid or issued based on the restated financial results.

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7. While considering this Agreement and at all times thereafter, you agree to act in a professional manner and not make any defamatory, malicious or untruthful statements to any third-party regarding the Company or its affiliated companies and its and their officers, directors, and employees, or its and their products. The Company agrees that it (via any authorized public statement), and its executive officers and members of the Board will not make any defamatory, malicious or untruthful statements to any third party regarding your integrity, honesty or morality, the quality or value of your job performance for the Company or about any other business or personal matter concerning you. Nothing in this non-disparagement provision is intended to limit either your or the Company’s ability to provide truthful information to any governmental or regulatory agency or to cooperate with any such agency in any investigation.

8. You agree, upon reasonable notice (not interfering with your other full-time business endeavors), to advise and assist the Company and its counsel in preparing such operational, financial, and other reports, or other filings and documents, as the Company may reasonably request, and otherwise cooperate with the Company and its affiliates with any request for information or with any investigation involving the Company or any of its affiliates. You also agree, upon such reasonable notice, to assist the Company and its counsel in prosecuting or defending against any litigation, complaints, or claims against or involving the Company or its affiliates. The Company shall pay your reasonably-incurred travel costs and expenses in the event it requires you to assist it under this Paragraph.

9. You agree that the Company is entitled to deduct from the bonus payment described in Paragraph 2(a) any amounts owed by you to the Company.

10. Subject to Paragraph 11 below, you acknowledge and agree that this Agreement sets forth the entire understanding between the parties concerning the matters discussed herein, that no promise or inducement has been offered to you to enter into this Agreement except as expressly set forth herein, that the provisions of this Agreement are severable such that if any part of the Agreement is found to be unenforceable, the other parts shall remain fully valid and enforceable, and that a court is authorized to amend the relevant provisions of the Agreement to carry out the intent of the parties to the extent legally permissible.

11. The provisions for the benefit of the Company contained in any agreement that you have previously entered into with the Company or its affiliated or related entities that by their applicable terms extend past your Separation Date, including the confidentiality, invention assignment, non-solicitation and non-competition terms of that Non-Qualified Stock Option Agreement governing your Company stock option award granted in October 2019 , which you hereby reaffirm, remain in full force and effect. Nothing in this Paragraph 11 is intended to limit either your or the Company’s ability to provide truthful information to any governmental or regulatory agency or to cooperate with any such agency in any investigation

12. You agree to submit all outstanding expenses no later than two weeks after the Separation Date. The Company agrees to reimburse you for qualified, reimbursable expenses incurred by you through the Separation Date which have not yet been reimbursed and which are submitted within this time period and permitted pursuant to the Company’s standard policies and procedures relating to reimbursement of expenses. You understand and agree that failure to submit your expenses per this Paragraph will result in denial of your claim for reimbursement and that you will be personally responsible for any charges not covered.

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13. This Agreement will inure to the benefit of and be binding upon the Company and any successor organization. You may not assign this Agreement, except with respect to the rights provided under Paragraph 2 of this Agreement, which will inure to the benefit of your heirs, executors and administrators. In the event of your death at any time, your estate will receive all unpaid payments and benefits due you under this Agreement, including under Paragraph 2.

14. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law principles thereof.

15. This Agreement may be executed in counterparts, and each counterpart, when so executed and delivered, will be deemed to be an original and both counterparts, taken together, will constitute one and the same instrument. Electronic delivery via facsimile or .pdf e-mail scan of the parties’ signatures will operate the same as an original signature.

16. Payments and benefits provided under this Agreement are intended to be exempt from, or comply with, Section 409A of the Internal Revenue Code (the “Code”), which regulates the timing of severance and certain other compensation. This Agreement shall be construed, administered, and governed in a manner that affects such intent, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the payments and benefits provided under this Agreement may not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of additional tax, interest or penalties under Code Section 409A. Although the Company shall use its best efforts to avoid the imposition of such taxation, interest and penalties under Code Section 409A, the tax treatment of the benefits provided under this letter is not warranted or guaranteed. Neither the Company nor its affiliates nor its or their directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by you or any other taxpayer as a result of this Agreement. You will be solely responsible for any associated tax filings and payment of taxes associated with your employment, without any gross-up or additional compensation from the Company, provided that the Company will withhold taxes at what it determines to be appropriate rates and in what it determines to be appropriate jurisdictions based on the information available to the Company. All “nonqualified deferred compensation” (within the meaning of Code Section 409A), including without limitation any vested deferred compensation, will be payable in accordance with the terms and conditions of the applicable plan based upon your Code 409A “separation from service” in accordance with Code Section 409A and the regulatory and other guidance promulgated thereunder, including any delays that the Company determines may be required as a result of you being a “specified employee” (within the meaning of Code Section 409A). Any amounts payable via installments hereunder that constitute nonqualified deferred compensation shall be considered to be a series of separate payments.

17. You acknowledge and agree that the releases set forth above are in accordance with and shall be applicable to, without limitation, any claims under the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, and that in accordance with these laws, you are hereby advised in writing to consult an attorney prior to accepting and executing this Agreement. You have twenty-one (21) days from your receipt of this letter to accept the terms of this Agreement. You may accept and execute this Agreement within those twenty-one (21) days. You agree that if you elect to sign this Agreement before the end of this twenty-one (21) day period, it is because you freely chose to do so after carefully considering its terms.

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If you accept the terms of this Agreement, please date and sign this letter and return it to me. Once you execute this Agreement, you have seven (7) days in which to revoke in writing your acceptance by providing the same to Stephen B. Parsons, and such revocation will render this Agreement null and void. If you do not revoke your acceptance in writing and provide it to me by midnight on the seventh (7th) day, this Agreement shall be effective the day after the seven (7) day revocation period has elapsed. You will be required to execute the letter again on or near your Separation Date (which signature will be an acknowledgement that the release contained in Paragraph 3 also relates to the period between the date of this Agreement and the Separation Date) to receive benefits under this Agreement.

Sincerely,

/s/ Stephen B. Parsons

Stephen B. Parsons

Chief Human Resources Officer

By signing this letter, I represent and warrant that I have not been the victim of age or other discrimination or wrongful treatment in my employment and the termination thereof. I further acknowledge that the Company advised me in writing to consult with an attorney, that I had at least twenty-one (21) days to consider this Agreement, that I received all information necessary to make an informed decision and I had the opportunity to request and receive additional information, that I understand and agree to the terms of this Agreement, that I have seven (7) days in which to revoke my acceptance of this Agreement, and that I am signing this Agreement voluntarily with full knowledge and understanding of its contents.

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Exhibit 10.2

Patrick D. Campbell

Chairman of the Board

February 8, 2023

Christopher H. Peterson

Via email

Dear Chris,

I am very pleased to offer you the position of President and Chief Executive Officer for Newell Brands Inc. (“Newell Brands” or the “Company”). This position will be based in the Company’s corporate headquarters in Atlanta, Georgia. Your appointment as President and Chief Executive Officer and your service in this role will commence on May 16, 2023 (the “Commencement Date”) upon the conclusion of the Company’s 2023 annual meeting of stockholders (the “Annual Meeting”), and you will also be nominated for election to the Board of Directors of the Company (the “Board”) at the Annual Meeting. Effective as of the Commencement Date, your new salary will be $54,166.67 per pay period (paid semi-monthly), or $1,300,000 if annualized, and your salary will be reviewed annually (for upward adjustment only) consistent with standard Company practice starting in 2024. Additional offer details are outlined below, in each case effective as of the Commencement Date:

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agreement, policy or other arrangement, including any ESA or other written compensation arrangement, to which such awards were subject as of the date you commenced participation in the Severance Plan (without application of Sections I.e and II.d of the Plan), excluding in all cases the terms of the Prior Letter Agreement, which shall have no further effect from and after the date hereof.

In addition, your equity-based awards granted by the Company after the date of this Offer Letter will provide for the following benefits should you elect to retire under the Company retirement criteria now in effect (i.e., attainment of age 60, or age 55 with 10 years of service), subject to your providing ninety days’ notice and your requirement to cooperate with the Company in providing an orderly transition) or otherwise be involuntarily terminated (other than a termination by the Company for Good Cause as defined in the Severance Plan) (subject to any modifications or clarifications specified herein, each a “Qualifying Termination”): (i) continued vesting of all outstanding RSUs and stock options without regard to any requirement for continuous employment, but subject to any applicable performance criteria, and (ii) survival of any stock option awards for a period of five years following the date of termination or vesting (whichever is later), not to exceed the remaining term of the option. Furthermore, in the event of a retirement contemplated above, you will also be entitled to receive your management bonus for the fiscal year in which the Qualifying Termination occurs, prorated by a fraction, the numerator of which is the number of days in the fiscal year in which your date of termination occurs through your date of termination and the denominator of which is three hundred sixty-five (365). This partial bonus payment will not be subject to any individual performance modifier but will be paid out on the basis of actual corporate performance levels and will be subject to any adjustments or modifiers based on the Company’s performance under the terms of the Company’s Management Bonus Plan (including the impact of any discretionary adjustment by the Board or its authorized delegates which is generally applicable to employees of the Company participating in the Management Bonus Plan). This partial bonus will be paid at the same time as management bonuses are paid to active Company employees, no later than March 15^th of the following year. You will be required to execute a separation agreement and general release which becomes non-revocable within 60 days of your termination of employment in order to receive such retirement or termination benefits (any such separation agreement and general release shall include an exception for any claim you may have for indemnification and coverage as an insured under any applicable contract of directors and officers liability insurance or pursuant to the Company’s charter and by-laws or applicable law).

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[Signatures begin on next page]

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Chris, we are confident your skills and experience will continue to be a tremendous benefit to Newell Brands.

Sincerely,

/s/ Patrick D. Campbell

Patrick D. Campbell

Chairman of the Board of Directors

/s/ Stephen B. Parsons

Stephen B. Parsons

Chief Human Resources Officer

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This offer is irrevocable and open for your acceptance until 5:00 PM ET on February 9, 2023. To indicate your acceptance of this offer and agreement to all terms set forth therein, please sign in the space provided below and return it to the Company’s Chief Legal and Administrative Officer, Brad Turner, at

This offer is intended to lay out all elements of your compensation. Compensation offers outside this letter agreement, or a previous offer letter, are not binding and will not be honored, so you should make sure you are clear on all parts of your offer and future expectations before signing this letter agreement. Benefits programs, however, may change from year to year, so your benefits such as medical, dental, vision, retirement, and time off will be governed by the benefit plans in place at any given time.

Notwithstanding anything in this offer letter to the contrary, you acknowledge and agree that all bonus payouts and other awards described herein are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Company’s common stock may be traded).

Your signature indicates acknowledgement that if employed, your employment is to be “at will” which means that either the Company or you may terminate your employment at any time, with or without notice, subject to the terms of this letter agreement above.

By signing this letter, you represent and warrant that you are not a party to any agreement that would limit your ability to work for Newell Brands. You further represent and warrant that your employment with Newell Brands. will not require you to disclose or use any confidential, proprietary or trade secret information belonging to your prior employers. You additionally understand and acknowledge that Newell Brands does not require nor want you to disclose any such confidential, proprietary or trade secret information.

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Exhibit 10.3

Newell Brands Inc.

2023 Long-Term Incentive Plan

Terms and Conditions

1. Grants. Under the terms and provisions of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”), the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Newell Brands Inc. (the “Company”), at any time and from time to time, may grant awards based on shares of the Company’s Common Stock, including Stock Units pursuant to Section 8 of the 2022 Incentive Plan (referred to herein as “Restricted Stock Units” or “RSUs”), to eligible employees in such amounts as the Committee shall determine.

This document, referred to herein as the “Long-Term Incentive Plan” or the “LTIP”, establishes a methodology for determining awards of Restricted Stock Units under the 2022 Incentive Plan in 2023 to eligible Employees with positions in Salary Bands 6-15 and other comparable positions selected by the Committee (collectively the “Key Employees”). The Committee or, in the case of awards to the Chief Executive Officer, the independent members of the Board of Directors (the “Independent Directors”), intends to grant RSUs to Key Employees pursuant to the guidelines set forth below. The Committee has delegated to certain officers of the Company (the “Authorized Officers”) its authority to determine awards of RSUs to Key Employees in accordance with this LTIP other than (i) officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, (ii) any employee for whom the Committee specifically approved a 2023 LTIP award, or (iii) as may be prohibited by applicable law, regulation or rule of a stock exchange on which the Company’s stock is listed. As used herein, the term “Committee” shall include, as the context requires, the Committee, the Independent Directors or, solely with respect to selecting participants within the parameters described above and determining and establishing the amounts and allocations of awards to such participants as described herein, the Authorized Officers.

2. Guidelines. The number of RSUs granted to a Key Employee in 2023 as an LTIP award will be determined as follows:

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The Committee may adjust the relative percentages of Time-Based and Performance-Based RSUs in individual cases based on such factors as it deems appropriate. Each PRSU grant will be subject to the performance analysis described in Exhibit A attached hereto.

3. Vesting. Each PRSU grant will be subject to a three-year cliff vesting schedule ending on the third anniversary of the date of grant, subject to achievement of the applicable performance measures and continued employment. Each TRSU grant will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of grant, subject to continued employment.

4. Award Agreements. Each RSU grant awarded pursuant to this LTIP will be evidenced by a RSU Agreement in accordance with the Incentive Plan, which will specify the number of RSUs subject to the award, the vesting schedule, the payment provisions, including dividend or dividend equivalent payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting, and/or restrictions under applicable federal or state securities laws. Exhibit A to this LTIP will be included as an exhibit to each RSU issued pursuant to this LTIP.

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5. Amendment or Termination of LTIP. The Committee reserves the right to amend or terminate the LTIP at any time, retroactively or otherwise. No such amendment or termination will affect any outstanding RSU Award, which will be governed by the terms of the applicable RSU Agreement.

6. Non-US Employees. Notwithstanding anything else set forth herein to the contrary, Key Employees who reside outside the United States, other than such employees residing in Argentina and Venezuela and, if applicable, members of the Newell Brands Executive Leadership Team who reside outside the United State (“Cash Award Recipients”), will receive under the LTIP only cash–settled TRSUs and PRSUs.

7. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms pursuant to the Incentive Plan.

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EXHIBIT A

Performance Criteria Applicable to

Performance-Based RSUs

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(Ending Average Market Value – Beginning Average Market Value) + Cumulative Annual Dividends

Beginning Average Market Value

“Average Market Value” means the simple average of the daily stock prices at close for each trading day during the applicable period beginning or ending on the specified date for which such closing price is reported by the Nasdaq Stock Exchange or other authoritative source the Committee may determine.

“Beginning Average Market Value” means the Average Market Value for the ninety (90) days ending December 31, 2022.

“Cumulative Annual Dividends” mean the cumulative dividends and other distributions with respect to a share of the Common Stock the record date for which occurs within the Performance Period.

“Ending Average Market Value” means the Average Market Value for the last ninety (90) days of the Performance Period.

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“Performance Period” means the period beginning January 1, 2023 and ending December 31, 2025.

The payout percentage calculated under Sections 2 and 3 above will be multiplied by a percentage attributable to the Company’s ranking in the TSR Comparator Group as follows (the “TSR Modifier Percentage”). The TSR Modifier Percentage will be 110% in the event the Company’s ranking is in the top quartile of the TSR Comparator Group at the end of the Performance Period. The TSR Modifier Percentage will be 90% in the event the Company’s ranking is in the bottom quartile of the TSR Comparator Group at the end of the Performance Period. In the event the Company’s ranking is in neither the top nor the bottom quartile of the TSR Comparator Group, this Section 4 will not apply and there will be no TSR Modifier Percentage and no adjustment to the payout percentage calculated under Sections 2 and 3 above.

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Exhibit 10.4

AMENDMENT

TO THE

NEWELL BRANDS INC.

EXECUTIVE SEVERANCE PLAN

THIS AMENDMENT (this “Amendment”) to the Newell Brands Inc. Executive Severance Plan (the “Plan”), is made effective as of February 8, 2023 by the Board of Directors of Newell Brands Inc. (the “Board”). All capitalized terms used but not defined herein, shall have the same meaning set forth in the Plan.

W I T N E S S E T H:

WHEREAS, Newell Brands Inc. (the “Company”) maintains the Plan to provide severance pay, continuation of group health plan benefits at active employee rates and certain other benefits to Executives when their employment terminates under circumstances covered by the Plan; and

WHEREAS, under Section III.l of the Plan, the Company has reserved the right to amend the Plan, in whole or in part, at any time by action of the Board or the Committee; provided, however, that (i) no amendment that has the effect of reducing the rights or potential rights of any Executive, and no termination of the Plan or any portions thereof, will be effective in either case as to the affected Executive until the first (1^st) year anniversary of the date on which such resolution is adopted, (ii) no amendment or termination of the Plan shall affect the rights of any Executive receiving benefits under the Plan whose employment has terminated prior to the date on which such resolution is adopted; and (iii) this Plan may not be terminated or amended in a manner which would adversely affect the rights or potential rights of any Executive if such action is taken in connection with, in anticipation of, or on, or during the 24-month period following, a Change in Control;

WHEREAS, the Company now desires to amend the Plan to clarify Executives’ entitlement to bonus payments for completed periods and to revise the definition of “Good Cause”;

NOW, THEREFORE, the Board hereby amends the Plan as set forth herein.

Without limiting the generality of the foregoing, the following shall not constitute Good Cause: the failure by Executive and/or Newell or its Affiliates to attain financial or other business objectives; any personal or policy disagreement between Executive and Newell or its Affiliates or any member of the Board; or any action taken by Executive in connection with Executive’s duties if Executive acted in good faith and in a manner Executive reasonably believed to be in, and not opposed to, the best interest of Newell and its Affiliates and had no reasonable cause to believe Executive’s conduct was improper. Notwithstanding anything herein to the contrary, the Company will not terminate the employment of Executive for Good Cause hereunder unless the Company has given Executive at least 30 days’ prior written notice specifying in detail the reason or reasons for Executive’s termination and, if such action or conduct is able to be cured, the opportunity to cure the same during such 30-day period.

IN WITNESS WHEREOF, the Board has caused this Amendment to be executed as of the date set forth above.

Exhibit 99.1

		News Release

Newell Brands Appoints Chris Peterson as President and Chief

Executive Officer; Ravi Saligram to Retire

ATLANTA, GA – February 10, 2023 – Newell Brands (NASDAQ: NWL) today announced the appointment of Chris Peterson, currently President, to serve as President and Chief Executive Officer, effective upon the conclusion of the company’s 2023 Annual Meeting of Stockholders on May 16^th, 2023. The Board will also nominate Mr. Peterson for election to the Board of Directors at the company’s 2023 Annual Meeting. Ravi Saligram will retire as Chief Executive Officer and as a member of the Board of Directors, effective May 16^th, 2023.

“Following a robust, deliberate and thoughtful succession planning process, we are pleased to announce Chris Peterson as Newell Brands’ next CEO,” said Patrick Campbell, Chairman of the Board. “Chris is a proven leader, who has played an integral role in Newell’s turnaround over the past four years, by strengthening Newell’s financial performance, building operational excellence and a culture of productivity, reducing complexity and transforming the company’s supply chain capabilities. Chris has an impressive track record of success, and the Board is confident he is the ideal person to effectively lead the company through its next chapter.”

“On behalf of the Board, we thank Ravi Saligram for his leadership and recognize the meaningful impact he has had on the organization during his tenure; the company is much stronger as a result of his leadership,” Patrick Campbell continued. “Among Ravi’s numerous achievements, he has created a One Newell culture, led the company’s turnaround with a people first mindset amidst the challenges of the pandemic, assembled a terrific leadership team; implemented a new innovation operating model; significantly strengthened customer partnerships and dramatically improved engagement scores. We are grateful for Ravi’s dedication and significant contributions to Newell Brands and wish him well in his retirement.”

“It has been a distinct honor leading Newell Brands over the last several years and I am inspired by our talented employees who are passionate, resilient and courageous,” said Ravi Saligram. “I am very proud of our strong, world class executive leadership team who have made significant progress in strengthening the company by reducing complexity, laying the foundation to rejuvenate our key brands while launching innovations that capitalized on pandemic trends, building eCommerce as a competitive advantage and galvanizing our employees to be a force for good. I am confident that they are committed to making Project Phoenix and our new Segment based operating model a major success.” Saligram continued, “I want to congratulate Chris Peterson on his well-deserved elevation to the new CEO of Newell. He has been a true partner to me in the turnaround and I believe he is the right person with the right skill set and right temperament to take Newell to the next level. Despite the macro headwinds the company faces, I am optimistic about the future of Newell Brands and feel our best days are ahead.”

“I am honored that I will serve as Newell’s CEO, as we continue to strengthen the company and unlock its full potential,” said Chris Peterson. “Despite the challenging market environment, we have significant opportunity to drive profitable growth by building our core brands and taking further decisive actions to operate more effectively and efficiently. Newell’s strongest competitive advantage is our team of dedicated employees, who are committed to advancing our business. I would like to thank Ravi for his leadership and partnership over the past several years. I look forward to working with the Board and our leadership team to drive shareholder value creation through diligent and thoughtful execution of our strategic agenda.”

		News Release

Mr. Peterson, age 56, joined Newell Brands in December 2018 and has been a member of the company’s leadership team since that time. He served as the Chief Financial Officer of the company from December 2018 through January 2022 and has served as President since May 2022. He also served as President, Business Operations between February 2020 and May 2022 and as Interim Chief Executive Officer from June 28, 2019 until October 2, 2019. Prior to joining Newell Brands, Mr. Peterson held key senior executive roles at Revlon Inc., Ralph Lauren and Procter & Gamble.

Effective immediately, all Segment CEO’s and commercial functional leaders, except for Chief Legal & Administrative Officer, Brad Turner, and Chief Human Resources Officer, Steve Parsons, will report to Chris Peterson. Upon Mr. Saligram’s retirement, Mr. Turner and Mr. Parsons will also report to Mr. Peterson.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and Mr. Coffee. Newell Brands’ beloved, planet friendly brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind.

This press release and additional information about Newell Brands are available on the company’s website, www.newellbrands.com.

Caution Concerning Forward-Looking Statements

Some of the statements in this press release, particularly those relating to future growth and value creation, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include the factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other SEC filings. The company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments.

Contacts:

Exhibit 99.2

		News Release

Newell Brands Announces Board and Chair Refreshment

Robert Steele Will Succeed Patrick Campbell as Chairman

Gary Hu Nominated to the Board

ATLANTA, GA – February 10, 2023 – Newell Brands (NASDAQ: NWL) announced today a series of steps to refresh the company’s Board of Directors and its leadership.

“Today’s announcements, in conjunction with the earlier appointment of Stephanie Stahl to the Board, demonstrate our strong commitment to succession planning, proactive refreshment of the Board, and improving the Board’s diversity,” said Bridget Ryan Berman, Chair of the Nominating/Governance Committee.

Patrick Campbell has served as the Chairman of the Board for five years. Effective upon the conclusion of the company’s 2023 Annual Meeting of Stockholders on May 16^th, 2023, Mr. Campbell will transition from his position as Chairman, while remaining a director nominated for re-election at the Annual Meeting. The Board of Directors has designated independent director Robert Steele as the next Chairman of the Board, effective May 16^th, 2023, upon the conclusion of the Annual Meeting.

Robert Steele has served on Newell Brands’ Board of Directors since April 2018. He is the founder and CEO of STEELE Consulting LLC, a consulting firm. Mr. Steele is the retired Vice Chairman, Global Health and Well-being, for the Procter & Gamble Company. During his 35-year tenure with Procter & Gamble, Mr. Steele held a variety of other executive leadership positions, including Group President Global Household Care and Group President of North American Operations. Mr. Steele serves on the Board of Directors of Berry Global Group, Inc. and BJ’s Wholesale Club, Inc.

“It has been a privilege to serve as the Chairman of Newell Brands’ Board during such a pivotal time in the company’s history, as we have worked tirelessly to drive the turnaround and position the company to serve as a force for good in the world, while navigating a challenging external backdrop,” said Patrick Campbell. “I look forward to continuing to serve on the Board, as Rob takes over as Chairman. The Board has benefited tremendously from Rob’s insights, experiences, and wealth of knowledge in the consumer products sector, and I believe he will be an excellent Chairman.”

“I am honored to be chosen as the Chairman of Newell Brands’ Board,” said Robert Steele. “On behalf of the Board, I’d like to express sincere gratitude to Pat for his strong leadership and numerous contributions as Chair. I look forward to continuing to work closely with my fellow Board members and the company’s leadership team in advancing the company’s strategic agenda, while capitalizing on opportunities ahead of us and creating value for all stakeholders.”

The Board has also taken other actions to further its refreshment agenda. As announced in December, Stephanie Stahl has been elected to the Board of Directors effective January 1, 2023. Ms. Stahl is a consumer driven and ESG focused leader, who brings valuable experience within the consumer sector in marketing, data analytics, digital, sustainability, brand building, and strategy.

Newell Brands also announced today that it will nominate Gary Hu for election to the Board of Directors at the company’s 2023 Annual Meeting of Stockholders, pursuant to the Director Appointment and Nomination Agreement with Mr. Carl C. Icahn. Mr. Hu has served as a Portfolio Manager at Icahn Capital LP since October 2020. In connection with the Board’s refreshment actions announced today, the company has entered into an amendment to the Director Appointment and Nomination Agreement, pursuant to which Mr. Campbell was previously elected to the Board as an independent nominee of Mr. Carl Icahn, and Courtney Mather and Brett Icahn were previously elected to the Board as designees of Mr. Carl Icahn. Under the amended agreement, Mr. Campbell will no longer be considered a nominee of Carl Icahn, Mr. Mather will replace Mr. Campbell as Carl Icahn’s independent nominee, and Mr. Hu and Brett Icahn will constitute Icahn designees. With the appointment of Mr. Hu, the size of the company’s Board will increase from eleven members to twelve as of the company’s 2023 Annual Meeting of Stockholders.

				News Release

About Gary Hu

Gary Hu has served as a portfolio manager for Icahn Capital LP since October 2020. Before joining Icahn Capital LP, Mr. Hu held investment management roles at Silver Point Capital, a credit-focused investment firm, from August 2012 to June 2020, and Stockbridge Investors, a public equity hedge fund affiliate of Berkshire Partners LLC, from August 2010 to August 2012. Mr. Hu currently serves on the Boards of Directors of International Flavors & Fragrances, Inc., Bausch + Lomb Corp. and Dana Inc. Mr. Hu graduated from the University of Pennsylvania with a B.S. Econ in Finance and Accounting from The Wharton School and a B.A.S. in Computer Science from the School of Engineering and Applied Science.

About Newell Brands

Newell Brands (NASDAQ: NWL) is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, FoodSaver, Calphalon, Sistema, Sharpie, Paper Mate, Dymo, EXPO, Elmer’s, Yankee Candle, Graco, NUK, Rubbermaid Commercial Products, Spontex, Coleman, Campingaz, Contigo, Oster, Sunbeam and Mr. Coffee. Newell Brands’ beloved, planet friendly brands enhance and brighten consumers lives at home and outside by creating moments of joy, building confidence and providing peace of mind.

This press release and additional information about Newell Brands are available on the company’s website, www.newellbrands.com.

Caution Concerning Forward-Looking Statements

Some of the statements in this press release, particularly those relating to future opportunities and value creation, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those suggested by the forward-looking statements include the factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other SEC filings. The company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments.

Contacts:

Exhibit 99.3

NEWELL BRANDS INC.

February 8, 2023

Ladies and Gentlemen:

Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement, dated as of March 18, 2018, as amended from time to time, among Newell Brands Inc. (the “Company”) and the Icahn Group (the “Nomination Agreement”).    This letter agreement (the “Letter Agreement”) shall take effect only upon the approval of this Letter Agreement by the Company’s Board of Directors (“Board”), the Board’s nomination of Gaoxiang (Gary) Hu for election as a director of the Company at the company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) and the designation by the Board of Robert A. Steele to serve as the Chairman of the Board (the time at which all of these conditions have been satisfied referred to herein as the “Effective Time”). If the Effective Time has not occurred by the close of business on February 9, 2023, the Letter Agreement shall be terminated automatically and of no further force or effect.

Subject to the foregoing, the Nomination Agreement shall be amended as follows as of the Effective Time:

The Company hereby agrees that it will nominate the individuals set forth above to be elected as directors of the Company at the 2023 Annual Meeting. The Icahn Group hereby agrees that this Letter Agreement satisfies the notice requirement regarding renomination of the Icahn Designees and the New Independent Director in Section 1(a)(vi) of the Nomination Agreement and waives the thirty-five (35) calendar day advance notice deadline therein.

The Icahn Group consents in all respects to the designation by the Board of Robert A. Steele to serve as the independent, non-executive Chairman of the Board and acknowledges that the New Independent Director will cease to serve as Chairman of the Board from and after the conclusion of the Annual Meeting; provided, however, in the event Robert A. Steele is unable or unwilling to continue to serve as Chairman of the Board for whatever reason, then the designation of a new Chairman shall be subject to the provisions of Section 1(a)(xi) of the Nomination Agreement.

Except as expressly set forth herein, the Nomination Agreement and each document executed and delivered in connection therewith remains in full force and effect in accordance with its terms.

Please confirm your agreement with the foregoing by signing and returning one copy of this Letter Agreement to the undersigned.

Accepted and agreed as of the date first written above:

SCHEDULE A

Barberry Corp.

Beckton Corp.

Icahn Capital LP

Icahn Enterprises Holdings L.P.

Icahn Enterprises G.P. Inc.

Icahn Offshore LP

Icahn Onshore LP

Icahn Partners LP

Icahn Partners Master Fund LP

IPH GP LLC

Icahn Capital LP

High River Limited Partnership

CARL C. ICAHN

BRETT M. ICAHN

GAOXIANG HU