As filed with the Securities and Exchange Commission
on August 11, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECTRUM BRANDS HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
|
74-1339132
(I.R.S. Employer
Identification No.) |
|
|
|
3001 Deming Way
Middleton, Wisconsin
(Address of principal executive offices) |
|
53562
(Zip code) |
Spectrum Brands Holdings, Inc. Amended and Restated
2020 Omnibus Equity Plan
(Full title of the plan)
Ehsan Zargar Esq.
Executive Vice President,
General Counsel, and Corporate Secretary
3001 Deming Way
Middleton, Wisconsin 53562
(Name and address of agent of service)
(608) 275-4924
(Telephone number, including area code, of agent for
service)
COPIES TO:
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
¨ |
Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
|
|
Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
Spectrum Brands Holdings, Inc. (the “Company”)
has prepared this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 1,375,000
shares of its common stock, par value $0.01 per share, which is referred to as the Common Stock, that are reserved for issuance upon exercise
of options to be granted, or in respect of awards to be granted, under the Spectrum Brands Holdings, Inc. Amended and Restated 2020 Omnibus
Equity Plan (the “A&R 2020 Equity Plan”).
On July 13, 2023, the Company filed with the
Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included a proposal to approve
the A&R 2020 Equity Plan, which proposal was approved by the Company’s stockholders on August 8, 2023.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified
in Part I of Form S-8 will be sent or given to participants in the A&R 2020 Equity Plan as specified by Rule 428(b)(1) under the Securities
Act. Such documents are not being filed with the Commission as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 2. Company Information and Employee
Plan Annual Information.
The Company will furnish without charge to each
person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated) and any other documents required to be delivered pursuant to Rule 428.
Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Spectrum Brands Holdings,
Inc., 3001 Deming Way, Middleton, Wisconsin 53562, Attention: General Counsel, Telephone number (608) 275-4924.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference
The following documents filed with the Commission
by the Company are incorporated by reference in this Registration Statement:
1. the Company’s Annual Report
on Form 10-K for the fiscal
year ended September 30, 2022, filed November 22, 2022, as amended by the Company’s Annual Report Amendment No. 1 on Form
10-K/A filed January 26, 2023;
2. the Company’s Quarterly
Reports on Form 10-Q for the fiscal quarter ended January 1, 2023, filed February
10, 2023, for the fiscal quarter ended April 2, 2023, filed May
12, 2023, and for the fiscal quarter ended July 2, 2023, filed August
11, 2023;
3. the Company’s Current Reports
on Form 8-K filed November 18, 2022
(except Item 2.02), June 20,
2023 (except Item 7.01), June
20, 2023, August 9,
2023; and August 11,
2023 (except Item 2.02); and
4. the description of the Common
Stock as contained in Exhibit 4.8
to the Company’s Annual Report Amendment No. 1 on Form
10-K/A filed January 28, 2020, and all amendments or reports filed for the purpose of updating such description prior to the
termination of the offering of common stock made hereby.
In addition, all reports and documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof
from the date of the filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is
deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts
and Counsel
Not Applicable.
Item 6. Indemnification of Directors
and Officers
Section 145 of the Delaware General Corporation
Law (the “DGCL”) provides that a corporation may indemnify any person who was or is a party, or is threatened to be
made a party to any third-party proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation
or firm, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement, that are actually and reasonably
incurred in connection with various actions, suits, or proceedings, whether civil, criminal, administrative, or investigative other than
an action by or in the right of the corporation, known as a derivative action, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if
they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys’ fees) actually and reasonably incurred in connection
with the defense or settlement of such actions, and the statute requires approval of the Delaware Court of Chancery or the court in which
the action or suit was brought, upon application, before there can be any indemnification if the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not excluding other indemnification that may be granted by a corporation’s
bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.
The Registrant’s Amended and Restated
Certificate of Incorporation, as amended (the “Charter”), and Third Restated By-laws (the “By-laws,”
and together with the Charter, the “Organizational Documents”) contain indemnification provisions that provide that
the Registrant will indemnify and hold harmless, to the fullest extent permitted by applicable law, each person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director
or officer of the Registrant or, while a director or officer of the Registrant, is or was serving at the Registrant’s request as
a director, officer, employee, or agent of another entity or enterprise, including service with respect to employee benefit plans, against
all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection therewith.
Each Organizational Document also provides that, to the extent not prohibited
by applicable law, the Registrant will pay the expenses
incurred by such person in defending any such proceeding in advance of its final disposition; provided, however, that, to
the extent required by applicable law, the Registrant receives an undertaking from such person to repay such amount advanced if it is
ultimately determined that such person is not entitled to be indemnified. These rights are not exclusive of any other right that any person
may have or acquire under any statute, provision of the Organizational Documents, agreement, vote of stockholders or disinterested directors,
or otherwise.
The Charter also provides that, to the fullest
extent permitted under the DGCL, none of the Registrant’s directors will be personally liable to the Registrant or its stockholders
for monetary damages for breach of fiduciary duty as a director. This provision is known as an exculpation provision. This exculpation
provision is limited by Section 102(b)(7) of the DGCL, which prohibits the elimination or limitation of the personal liability of:
| · | a director or officer for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders; |
| · | a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| · | a director for payments of unlawful payment of dividends or unlawful stock purchases and redemptions under Section 174 of the DGCL; |
| · | a director or officer for any transaction from which the director or officer derived an improper personal benefit; or |
| · | an officer in any action by or in the right of the corporation. |
Each Organizational Document provides that any
repeal or amendment of the indemnification or the exculpation provision by changes in law (or otherwise), or the adoption of any other
provision of the Organizational Documents inconsistent with the aforementioned provisions, will, unless otherwise required by law, be
prospective only (except to the extent such amendment or change permits the Registrant to provide broader rights retroactively), and will
not in any way diminish or adversely affect any right or protection of a director of the Registrant existing at the time of such repeal
or amendment or adoption of such inconsistent provision in respect of any act or omission occurring prior to such repeal or amendment
or adoption of such inconsistent provision.
In addition, the Registrant maintains liability
insurance for its directors and officers and for the directors and officers of its majority-owned subsidiaries. This insurance provides
for coverage, subject to certain exceptions, against loss from claims made against directors and officers in their capacity as such, including
claims under the federal securities laws.
Item 7. Exemption from Registration
Claimed
Not Applicable.
Item 8. Exhibits
The list of exhibits is set forth under “Exhibit
Index” at the end of this Registration Statement and is incorporated herein by reference.
Item 9. Undertakings
The Company hereby undertakes:
(a) (1) To file during any period in which offers
or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective Registration Statement;
(iii) to include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the Registration Statement;
provided, however, that, paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
(b) The Company hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering hereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit Number |
|
Description |
4.1 |
|
Amended and Restated Certificate of Incorporation of Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. (f.k.a. HRG Group, Inc.) on July 13, 2018 (File No. 001-4219)). |
|
|
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4.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on August 3, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on August 3, 2021 (File No. 001-4219)). |
|
|
|
4.3 |
|
Third Restated By-Laws of Spectrum Brands Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC by Spectrum Brands Holdings, Inc. on May 17, 2019 (File No. 001-04219)). |
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5.1* |
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Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the validity of the securities being registered. |
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23.1* |
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Consent of KPMG LLP, independent registered certified public accounting firm. |
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23.2* |
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Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement). |
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24.1* |
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Powers of Attorney (included on signature pages of this Part II). |
|
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99.1* |
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Spectrum Brands Holdings, Inc. A&R 2020 Omnibus Equity Plan. |
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|
107* |
|
Filing Fee Table. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, Spectrum Brands Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Middleton, state of Wisconsin, on August 11, 2023.
|
Spectrum Brands Holdings, Inc. |
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By: |
/s/ Ehsan Zargar |
|
|
Name: |
Ehsan Zargar |
|
|
Title: |
Executive Vice President, General Counsel and Corporate Secretary |
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
individual whose signature appears below hereby constitutes and appoints each of David M. Maura, Jeremy W. Smeltser, and Ehsan Zargar,
acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him
and her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange
Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and
exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration
statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and
confirming all that such agents, proxies and attorneys in-fact or any of their substitutes may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities
Act, this registration statement and Power of Attorney have been signed on August 11, 2023, by the following persons in the capacities
indicated.
Signature |
|
Title |
|
|
|
/s/ David M. Maura |
|
Chief Executive
Officer and Chairman of the Board |
David M. Maura |
|
(Principal Executive
Officer) |
|
|
|
/s/ Jeremy
W. Smeltser |
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Executive Vice President
and |
Jeremy W. Smeltser |
|
Chief Financial Officer |
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|
(Principal Financial
and Accounting Officer) |
|
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/s/ Leslie
L. Campbell |
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Director |
Leslie L. Campbell |
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/s/ Joan Chow |
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Director |
Joan Chow |
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/s/ Sherianne
James |
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Director |
Sherianne James |
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/s/ Gautam
Patel |
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Director |
Gautam Patel |
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/s/ Terry L.
Polistina |
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Director |
Terry L. Polistina |
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/s/ Hugh R.
Rovit |
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Director |
Hugh R. Rovit |
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|
EXHIBIT 5.1
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
August 11, 2023
Spectrum Brands Holdings, Inc.
3001 Deming Way
Middleton, Wisconsin 53562
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Spectrum Brands
Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration
Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended
(the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion
as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration
under the Act of 1,375,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Shares”),
that are reserved for issuance under the Spectrum Brands Holdings, Inc. Amended and Restated 2020 Omnibus Equity Plan (the “A&R
2020 Omnibus Plan”).
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively,
the “Documents”):
| 1. | the Registration Statement; |
| 2. | the A&R 2020 Omnibus Plan and the forms of award agreements (collectively, the “Plan Agreements”) relating to awards
under the A&R 2020 Omnibus Plan; |
| 3. | the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 4.1 to the Registration Statement; |
| 4. | the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 4.2 to the
Registration Statement; and |
| 5. | the Third Restated By-Laws of the Company, included as Exhibit 4.3 to the Registration Statement. |
In addition, we have examined (i) such corporate
records of the Company that we have considered appropriate, including copies of resolutions of the board of directors of the Company relating
to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant
and necessary as a basis for the opinion expressed below. We have also relied upon certificates of public officials and the officers of
the Company.
In our examination of the documents referred to
above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who
have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the
originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other
documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records,
agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated
assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate
action on the part of the Company and, when issued and delivered in accordance with the terms of the A&R 2020 Omnibus Plan and any
applicable Plan Agreement under the A&R 2020 Omnibus Plan, the Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the
General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and
orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose
consent is required by the Act or the Rules.
|
Very truly yours, |
|
|
|
|
|
|
|
|
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
|
|
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
LLP |
|
EXHIBIT 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the use of our reports dated November
22, 2022, with respect to the consolidated financial statements of Spectrum Brands Holdings, Inc., and the effectiveness of internal control
over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Milwaukee, Wisconsin
August 11, 2023
EXHIBIT
99.1
SPECTRUM BRANDS HOLDINGS, INC.
Amended & Restated 2020 Omnibus Equity
Plan
1.
Purpose. This Spectrum Brands Holdings, Inc. Amended & Restated 2020 Omnibus Equity Plan amends and restates
the Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan in its entirety. The purpose of this Plan is to provide a means through which
the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants
and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire
and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference
to the value of our Common Stock (as defined below), thereby strengthening their commitment to the welfare of the Company and its Affiliates
and aligning their interests with those of the Company’s stockholders.
This Plan document is an omnibus document which
includes, in addition to the Plan, separate sub-plans (“Sub Plans”) that permit offerings of grants to employees of
certain Designated Foreign Subsidiaries (as defined below). Offerings under the Sub Plans may be made in particular locations outside
the United States of America and shall comply with local laws applicable to offerings in such foreign jurisdictions. The Plan shall be
a separate and independent plan from the Sub Plans, but the total number of shares of Common Stock authorized to be issued under the Plan
applies in the aggregate to both the Plan and the Sub Plans.
2.
Definitions. The following definitions shall be applicable throughout the Plan.
(a)
“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under
common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant
interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities,
by contract or otherwise.
(b)
“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit and Other Stock-Based Award, including awards subject to Performance Conditions, granted
under the Plan.
(c)
“Beneficial Owner” has the meaning set forth in Rule 13d-3 promulgated under Section 13 of the Exchange Act.
(d)
“Board” means the Board of Directors of the Company.
(e)
“Cause” means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i)
the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined in any employment
or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination
or (ii) in the absence of any such employment
or consulting agreement (or the absence of any definition of “cause” contained therein), (A) the Participant’s commission
of a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant
has engaged or is about to engage in conduct harmful (whether financially, reputationally or otherwise) to the Company or any of its Affiliates,
(C) the Participant’s failure to perform duties as reasonably directed by the Company (which, if curable, is not cured within ten
days after notice thereof is provided to the Participant) or (D) the Participant’s gross negligence, willful misconduct or material
act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within ten days after notice thereof
is provided to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion.
(f)
“Change in Control” shall, unless in the case of a particular Award the applicable Award agreement states otherwise
or contains a different definition of “Change in Control,” mean the occurrence of any of the following:
(i)
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the Company or any of its direct or indirect subsidiaries) representing
more than 50% of the combined voting power of the Company’s then outstanding securities, other than any Person who becomes such
a Beneficial Owner in connection with a transaction described in clause (A) of subsection (iii) below;
(ii)
the following individuals cease for any reason to constitute a majority of the members of the Board: (A) individuals who, on the
Effective Date, were members of the Board (the “Incumbent Directors”), (B) individuals whose election or nomination
to the Board was approved by Incumbent Directors constituting, at the time of such election or nomination, at least a majority of the
Board or (C) individuals whose election or nomination to the Board was approved by individuals referred to in clauses (A) and (B) constituting,
at the time of such election or nomination, at least a majority of the Board (other than, in the cases of clauses (A) and (B), directors
whose initial nomination for, or assumption of office as, members of the Board occurs as a result of an actual or threatened solicitation
of proxies or consents for the election or removal of one or more directors by any Person other than a solicitation for the election of
one or more directors by or on behalf of the Board);
(iii)
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other
entity, other than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly
or indirectly, of voting securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired
directly from the Company or any of its direct or indirect subsidiaries) representing 50% or more of the combined voting power of the
Company’s then outstanding voting securities; or
(iv)
the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated the
sale or disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, to
any Person, other than a sale or disposition by the Company of all or substantially all of the assets of the Company to an entity, more
than 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the
same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred if immediately after the occurrence of any of the events described in clauses (i)
to (iv) above the record holders of the Common Stock of the Company immediately prior to such event or series of events continue to have
substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such event or series of events. Terms used in the definition of a “Change in Control” shall be as defined or interpreted
in a manner consistent with Section 409A of the Code.
(g)
“Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan
to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments
or successor provisions to such section, regulations or guidance.
(h)
“Committee” means the Compensation Committee of the
Board or if no such Compensation Committee exists, the Board.
(i)
“Common Stock” means the common stock, par value $0.01 per share, of the Company (and any stock or other securities
into which such common stock may be converted or into which it may be exchanged).
(j)
“Company” means Spectrum Brands Holdings, Inc., a Delaware corporation, and any successor thereto.
(k)
“Date of Grant” means the date on which the granting of an Award is authorized by the Committee, or such other
date as may be specified in such authorization.
(l)
“Designated Foreign Subsidiaries” means all Affiliates organized under the laws of any jurisdiction or country
other than the United States of America that may be designated by the Board or the Committee from time to time.
(m)
“Disability” means, unless in the case of a particular Award the applicable Award
agreement states otherwise or otherwise prohibited by applicable law, the Company or an Affiliate having cause to terminate a
Participant’s employment or service on account of “disability,” as defined in any then-existing employment,
consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an
employment, consulting or other similar agreement, a condition entitling the Participant to receive benefits under a long-term
disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of
illness or accident to perform the essential functions, duties and/or responsibilities of the occupation at which a Participant was
employed or
served when such disability commenced, with
or without reasonable accommodation. Any determination of whether Disability exists shall be made by the Committee in its sole discretion.
(n)
“Effective Date” means July 28, 2020, provided that the Plan is approved by the stockholders at the 2020 Annual
Meeting of the Company. The Plan was approved in its original form by the stockholders at the 2020 Annual Meeting of the Company and,
as amended and restated, as approved by the stockholders at the 2023 Annual Meeting of the Company.
(o)
“Eligible Director” means a person who is (i) a “non-employee director” within the meaning of Rule
16b-3 under the Exchange Act and (ii) an “independent director” under the rules of the NYSE or any other securities exchange
or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any
successor rule or regulation.
(p)
“Eligible Person” means any (i) individual employed by the Company or an Affiliate who satisfies all of the
requirements of Section 6 of the Plan; provided, however, that no such employee covered by a collective bargaining agreement
shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in
an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the
Company or an Affiliate who may be offered securities registrable on Form S-8 under the Securities Act; or (iv) any prospective employees,
directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates
(and would satisfy the provisions of clauses (i) through (iii) above once such individual begins employment or consultancy with or providing
services to the Company or its Affiliates).
(q)
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in
the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(r)
“Exercise Price” has the meaning given such term in Section 7(b) of the Plan.
(s)
“Fair Market Value” means, on a given date, unless otherwise determined by the Committee, (i) if the Common
Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which
the Common Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which
such a sale was reported; (ii) if the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer
quotation service on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is
no such sale on that date, then on the last preceding date on which a sale was reported; (iii) if Fair Market Value cannot be determined
under clause (i) or (ii) above, or if the Committee determines in its sole discretion that the shares of Common Stock are too thinly traded
for Fair Market Value to be determined pursuant to clause (i) or (ii) above, the fair market value as determined in good faith by the
Committee in its sole discretion; or (iv) if the Common Stock is not listed on a national
securities exchange or quoted in an inter-dealer
quotation service on a last sale basis, the amount determined by the Committee in good faith in its sole discretion to be the fair market
value of the Common Stock.
(t)
“Good Reason” means, in the case of a particular Award, unless the applicable Award agreement states otherwise,
the Participant having “good reason” to terminate the Participant’s employment or service, as defined in any employment
or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination.
(u)
“Immediate Family Members” shall have the meaning set forth in Section 15(b) of the Plan.
(v)
“Incentive Stock Option” means an Option which is designated by the Committee as an incentive stock option as
described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.
(w)
“Indemnifiable Person” shall have the meaning set forth in Section 4(e) of
the Plan.
(x)
“Mature Shares” means shares of Common Stock either (i) previously acquired on the open market, (ii) not acquired
from the Company in the form of compensation or (iii) acquired from the Company in the form of compensation that have been owned by a
Participant for at least six months.
(y)
“Minimum Vesting Condition” means with respect to any Award, a condition that vesting of (or lapsing of restrictions
on) such Award does not occur until at least the first anniversary of the Date of Grant.
(z)
“Negative Discretion” shall mean the reasonable discretion authorized by the Plan to be applied by the Committee
to eliminate or reduce the size of Awards subject to the achievement of Performance Conditions.
(aa)
“Nonqualified Stock Option” means an Option which is not designated by the
Committee as an Incentive Stock Option.
(bb)
“NYSE” means the New York Stock Exchange.
(cc)
“Option” means an Award granted under Section 7 of the Plan.
(dd)
“Option Period” has the meaning given such term in Section 7(c) of the Plan.
(ee)
“Other Stock-Based Award” means an Award granted under Section 10 of
the Plan.
(ff)
“Participant” means an Eligible Person who has been selected by the Committee to participate in the Plan and
to receive an Award pursuant to Section 6 of the Plan.
(gg)
“Performance Conditions” means specific levels of performance of the Company (and/or one or more Affiliates,
divisions or operational and/or business units, product lines, brands, business segments, administrative departments, units, or any combination
of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis, including without limitation, by any of the
following measures: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after
taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v)
net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, net assets,
capital, gross revenue or gross revenue growth, invested capital, equity or sales); (vii) cash flow measures (including, but not limited
to, operating cash flow, free cash flow and cash flow return on capital), which may but are not required to be measured on a per-share
basis; (viii) earnings before or after taxes, interest, depreciation, and amortization (including EBIT and EBITDA); (ix) gross or net
operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total shareholder return);
(xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) customer
satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other “value creation” metrics; (xvii)
enterprise value; (xviii) stockholder return; (xix) client or customer retention; (xx) competitive market metrics; (xxi) employee retention;
(xxii) personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific
acquisitions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations
and meeting divisional or project budgets); (xxiii) system-wide revenues; (xxiv) cost of capital, debt leverage year-end cash position
or book value; (xxv) strategic objectives, development of new product lines and related revenue, sales and margin targets, or international
operations; (xxvi) environmental, sustainability or social governance targets; or (xxvii) any combination of the foregoing. Any one or
more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute
or relative basis to measure the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units,
divisions, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates or any combination
thereof, as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a group
of comparator companies, or a published or special index that the Committee deems appropriate, or as compared to various stock market
indices. The Performance Conditions may include a threshold level of performance below which no payment shall be made (or no vesting shall
occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance
above which no additional payment shall be made (or at which full vesting shall occur). The Committee shall have the authority to make
equitable adjustments to the Performance Conditions as may be determined by the Committee at any time, in its sole discretion.
(hh)
“Permitted Transferee” shall have the meaning set forth in Section 15(b) of the Plan.
(ii)
“Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily
holding securities pursuant to an offering
of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of Common Stock of the Company.
(jj)
“Plan” means this Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan, as amended and in effect from time
to time.
(kk)
“Prior Plans” shall mean, as amended from time to time, each of the Spectrum Brands Holdings, Inc. 2007 Omnibus
Equity Award Plan, the Spectrum Brands Inc. 2009 Incentive Plan, the Spectrum Brands Holdings, Inc. Amended & Restated 2011 Omnibus
Equity Award Plan (the “2011 Plan,” formerly known as the Spectrum Brands, Legacy, Inc. Plan), and the Spectrum Brands
Holdings, Inc. 2011 Omnibus Equity Award Plan (formerly known as the HRG Group Inc. 2011 Omnibus Equity Award Plan).
(ll)
“Qualifying Replacement Award” means an Award that (i) is of the same type as the Award it is replacing (the
“Replaced Award”), (ii) has an intrinsic value that is no less than the intrinsic value of such Replaced Award as of
the date of the applicable Change in Control, (iii) if such Replaced Award was an equity-based award, relates to publicly traded equity
securities of the Company or of the ultimate parent entity, as applicable, following such Change in Control, (iv) contains terms relating
to vesting (including with respect to a termination of the Participant’s employment by the Company (or a successor corporation or
its parent)) without Cause or by the Participant for Good Reason (a “Qualifying Termination”) that are no less favorable
to the applicable Participant than those of such Replaced Award and (v) has other terms and conditions that are no less favorable to the
applicable Participant than the terms and conditions of such Replaced Award as of the date of such Change in Control. Without limiting
the generality of the foregoing, a Qualifying Replacement Award may take the form of a continuation of the applicable Replaced Award if
the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this paragraph are satisfied
shall be made by the Committee, as constituted immediately before the applicable Change in Control, in its sole discretion.
(mm)
“Restricted Period” means the period of time determined by the Committee during which an Award is subject to
restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has
been earned.
(nn)
“Restricted Stock” means Common Stock, subject to certain specified restrictions (including, without limitation,
a requirement that the Participant remain continuously employed by or provide continuous services to the Company or an Affiliate for a
specified period of time), granted under Section 9 of the Plan.
(oo)
“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other
securities or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain
continuously employed by or provide continuous services to the Company or an Affiliate for a specified period of time), granted under
Section 9 of the Plan.
(pp)
“SAR Period” has the meaning given such term in Section 8(c) of the Plan.
(qq)
“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the
Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(rr)
“Stock Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.
(ss)
“Strike Price” has the meaning given such term in Section 8(b) of the Plan.
(tt)
“Sub Plans” has the meaning given such term in Section 1 of the Plan.
(uu)
“Substitute Awards” has the meaning given such term in Section 5(e) of the Plan.
3.
Effective Date; Duration. The Plan, as amended and restated, shall be effective as of August 8, 2023. The expiration
date of the Plan on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of such date; provided,
however, that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue
to apply to such Awards.
4.
Administration.
(a)
The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall, at
the time such member takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts
of the Committee.
(b)
Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition
to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with
respect to which payments, rights or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, shares of
Common Stock, other securities, other Awards or other property, or canceled, forfeited or suspended and the method or methods by which
Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances
the delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile
any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument
or agreement relating to, or Award granted
under, the Plan; (viii) establish, amend, suspend or waive any rules and regulations and appoint such agents as the Committee shall deem
appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions
on, Awards; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration
of the Plan.
(c)
Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer
quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons
selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the
foregoing, the Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation or election which is the responsibility of or which is allocated to the Committee herein,
and which may be so delegated as a matter of law, except for grants of Awards to persons who are non-employee members of the Board or
otherwise are subject to Section 16 of the Exchange Act.
(d)
Unless otherwise expressly provided in the Plan, including as set forth in Section 4(c), all designations, determinations, interpretations
and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall
be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or
entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any
stockholder of the Company.
(e)
No member of the Board, the Committee or any employee or agent of the Company (each such person, an “Indemnifiable Person”)
shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award
hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability
or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting
from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved
by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against and from any and all amounts paid
by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction
of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable
Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay
the amount of such advance if it shall ultimately be determined as provided below that the Indemnifiable Person is not entitled to be
indemnified); provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or
proceeding, and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense
with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to
the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable
Person determines that the acts or omissions or determinations of such
Indemnifiable Person giving rise to the indemnification
claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification
is otherwise prohibited by law or by the Company’s Certificate of Incorporation or By-laws (each, as amended). The foregoing right
of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons
may be entitled under the Company’s Certificate of Incorporation or By-laws, as a matter of law, individual indemnification agreement
or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.
(f)
Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time
to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable
rules of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In
any such case, the Board shall have all the authority granted to the Committee under the Plan.
5.
Grant of Awards; Shares Subject to the Plan; Limitations.
(a)
The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other
Stock-Based Awards to one or more Eligible Persons. All Awards granted under the Plan shall vest and become exercisable in such manner
and on such date or dates or upon such event or events as determined by the Committee and as set forth in an Award agreement, including,
if applicable, the attainment of Performance Conditions, subject to the Minimum Vesting Conditions as described in Section 13 of the Plan.
(b)
Subject to Section 11 of the Plan and subsection (e) below, the limitations set forth below shall apply to the grant of Awards:
(i)
The maximum number of shares of Common Stock available for issuance under the Plan from the Effective Date shall not exceed in
the aggregate 2,555,000 (representing the original share reserve of 1,180,000 plus an increase of 1,375,000 shares as a result of the
amendment and restatement effective August 8, 2023) shares of Common Stock (the “Share Reserve”); provided,
that the Share Reserve will be increased by the number of shares of Common Stock outstanding under any of the Prior Plans as of the Effective
Date that thereafter are forfeited or cancelled, expires, terminates, otherwise lapse or are settled in cash, in whole or in part, without
the delivery of shares of Common Stock, unless such shares have been rolled into one of the Prior Plans. Notwithstanding the foregoing,
absent action to the contrary by the Committee, any shares of Common Stock outstanding under the 2011 Plan as of August 8, 2023, that
are forfeited or cancelled, expire, terminate, otherwise lapse or are settled in cash, in whole or in part, without the delivery of shares
of Common Stock, shall be rolled into the 2011 Plan;
(ii)
No more than 1,000,000 shares of Common Stock may be delivered pursuant to the exercise of Incentive Stock Options granted under
the Plan; and
(iii)
In no event will any non-employee director in any calendar year be granted awards under the Plan for director compensation having
an aggregate maximum value at the Date of Grant (calculating the value of any such awards based on the grant date fair value for
financial reporting purposes), taken together
with any cash fees payable to such non-employee director for director compensation for such calendar year, in excess of (A) with respect
to the non-executive chairperson of the Board, $1,000,000 and (B) with respect to any other non-employee director, $750,000.
(c)
Shares of Common Stock shall not be deemed to have been used in settlement of Awards unless and until they are actually issued
and delivered to a Participant.
(i)
If shares of Common Stock issued upon the exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Participant
are surrendered or tendered to the Company (either directly or by means of attestation) in payment of the Exercise Price or Strike Price
of an Award, as applicable, or any taxes to be withheld in respect of an Award, in each case, in accordance with the terms and conditions
of the Plan and any applicable Award agreement, such surrendered or tendered shares shall not become available for other Awards under
the Plan. In no event shall such shares increase the number of shares of Common Stock that may be delivered pursuant to Incentive Stock
Options granted under the Plan.
(ii)
Other than as set forth in the preceding (c)(i), if and to the extent an Award under the Plan expires, terminates or is canceled
or forfeited for any reason whatsoever without the Participant having received any benefit therefrom, the shares covered by such Award
shall again become available for other Awards under the Plan; provided that a Participant shall not be deemed to have received
any “benefit,” (i) in the case of forfeited awards of Restricted Stock, by having enjoyed voting rights and dividend rights
prior to the date of forfeiture or (ii) in the case of Award being canceled, by reason of a new Award being granted in substitution therefor.
(d)
Shares of Common Stock delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the
treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.
(e)
Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by the Company or any Affiliate or an entity directly or indirectly acquired by the Company or with which the
Company combines (“Substitute Awards”). The number of shares of Common Stock underlying any Substitute Awards shall
be counted against the aggregate number of shares of Common Stock available for Awards under the Plan; provided, however,
that Substitute Awards issued in connection with the assumption of, or the substitution for, outstanding awards previously granted by
an entity that is acquired by the Company or any Affiliate through a merger or acquisition shall not be counted against the aggregate
number of shares of Common Stock available for Awards under the Plan; provided, further, that Substitute Awards issued in
connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options”
within the meaning of Section 422 of the Code that were previously granted by an entity that is acquired by the Company or any Affiliate
through a merger or acquisition shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive
Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of
an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the
acquisition or combination transaction) may
be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for delivery under the Plan.
6.
Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award agreement or who
have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate
in the Plan.
7.
Options.
(a)
Generally. Each Option granted under the Plan shall be evidenced by an Award agreement. Each Option so granted shall be
subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award
agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only
to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible
Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option
unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements
of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely
on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until
such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply
with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or
portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.
(b)
Exercise Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“Exercise
Price”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined
as of the Date of Grant); provided, however, that in the case of an Incentive Stock Option granted to an employee who, at
the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company
or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.
(c)
Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by
the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option
Period”); provided, that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a
time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout
period”), the Option Period shall be automatically extended until the 30th day following the expiration of such prohibition; provided,
however, that in no event shall the Option Period exceed five years from the Date of Grant in the case of an Incentive Stock Option
granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of
the Company or any Affiliate; provided, further, that notwithstanding any vesting dates set by the Committee, the Committee
may, in its sole discretion, accelerate the
exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
(d)
Method of Exercise and Form of Payment. No shares of Common Stock shall be delivered pursuant to any exercise of an Option
until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount
equal to any Federal, state, local and non-U.S. income and employment taxes to be withheld. Options which have become exercisable may
be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided
by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be
payable (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised
(including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of
Common Stock in lieu of actual delivery of such shares to the Company); provided, that such shares of Common Stock are not subject
to any pledge or other security interest and are Mature Shares; (ii) by such other method as the Committee may permit in its sole discretion,
including without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price, (B)
if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise”
pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions
to a stockbroker to sell the shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price or, subject to Committee approval or (C) by means of a “net exercise” procedure
effected by withholding the minimum number of shares of Common Stock otherwise deliverable in respect of an Option that are needed to
pay for the Exercise Price and all applicable withholding taxes. Any fractional shares of Common Stock shall be settled in cash.
(e)
Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option
under the Plan shall notify the Company in writing immediately after the date such Participant makes a disqualifying disposition of any
Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including,
without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option
or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance
with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired
pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying
with any instruction from such Participant as to the sale of such Common Stock.
(f)
Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option
in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, or any other applicable law or the applicable
rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter-dealer quotation service on which the securities of the Company are listed or traded.
8.
Stock Appreciation Rights.
(a)
Generally. Each SAR granted under the Plan shall be evidenced by an Award agreement. Each SAR so granted shall be subject
to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the
applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons
independent of any Option.
(b)
Strike Price. Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“Strike
Price”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined
as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted
shall have a Strike Price equal to the Exercise Price of the corresponding Option.
(c)
Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to
the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and
become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period,
not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability.
(d)
Method of Exercise. SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs
were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option,
the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option
(if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised
by the Participant on such last day and the Company shall make the appropriate payment therefor.
(e)
Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject
to the SAR that are being exercised multiplied by the excess, if any, of the Fair Market Value of one share of Common Stock on the exercise
date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income and employment taxes to be withheld.
The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined
by the Committee. Any fractional shares of Common Stock shall be settled in cash.
(f)
Substitution of SARs for Nonqualified Stock Options. The Committee shall have the authority in its sole discretion to substitute,
without the consent of the affected Participant or any holder or beneficiary of SARs, SARs settled in shares of Common Stock (or settled
in shares or cash in the sole discretion of the Committee) for outstanding Nonqualified Stock Options, provided that (i) the substitution
shall not otherwise result in a modification of the terms of any such Nonqualified Stock Option, (ii) the number of shares of Common Stock
underlying the
substituted SARs shall be the same as the number
of shares of Common Stock underlying such Nonqualified Stock Options and (iii) the Strike Price of the substituted SARs shall be equal
to the Exercise Price of such Nonqualified Stock Options; provided, however, that if, in the opinion of the Company’s
independent public auditors, the foregoing provision creates adverse accounting consequences for the Company, such provision shall be
considered null and void.
9.
Restricted Stock and Restricted Stock Units.
(a)
Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement. Each Restricted
Stock and Restricted Stock Unit grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not
inconsistent with the Plan as may be reflected in the applicable Award agreement.
(b)
Stock Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause share(s)
of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions
and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant
pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the
Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank)
with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner determined
by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within
the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section
9 of the Plan and the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to
such Restricted Stock, including without limitation the right to vote such Restricted Stock (provided that if the lapsing of restrictions
with respect to any grant of Restricted Stock is contingent on satisfaction of Performance Conditions (other than or in addition to the
passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and delivered (without interest)
to the Participant within 15 days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such
accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate)). The Committee shall
also be permitted to cause a stock certificate registered in the name of the Participant to be issued. To the extent shares of Restricted
Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all
rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part
of the Company.
(c)
Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement, the Restricted
Period with respect to Restricted Stock and Restricted Stock Units shall lapse in such manner and on such date or dates determined by
the Committee, and the unvested portion of Restricted Stock and the unvested portion of Restricted Stock Units shall terminate and be
forfeited upon termination of employment or service of the Participant granted the applicable Award. The Committee may in its sole discretion
accelerate the lapse of any or all of the restrictions on the Restricted Stock and Restricted Stock Units which acceleration shall not
affect any other terms and conditions of such Awards.
(d)
Delivery of Restricted Stock and Settlement of Restricted Stock Units.
(i)
Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the
applicable Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award
agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or the Participant’s
beneficiary, without charge a notice evidencing a book entry notation (or, if applicable, the stock certificate) evidencing the shares
of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the
nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted
Stock, upon the release of restrictions on such share, shall be distributed to the Participant in cash or, at the sole discretion of the
Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, and,
if such share is forfeited, the Participant shall have no right to such dividends.
(ii)
Unless otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to
any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or the Participant’s beneficiary, without
charge, one share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit;
provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Stock
in lieu of delivering only shares of Common Stock in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock
(or cash or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would
not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of delivering shares of Common Stock,
the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed
with respect to such Restricted Stock Units, less an amount equal to any Federal, state, local and non-U.S. income and employment taxes
to be withheld. To the extent provided in an Award agreement, the holder of outstanding Restricted Stock Units shall be entitled to be
credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or,
at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and
interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to
such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable
at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units,
and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.
(e)
Legends on Restricted Stock. Each certificate or electronic book entry representing Restricted Stock awarded under the Plan,
if any, shall bear a legend or notation substantially in the form of the following in addition to any other information the Company deems
appropriate until the lapse of all restrictions with respect to such Common Stock:
TRANSFER OF THIS CERTIFICATE AND THE SHARES
REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE SPECTRUM BRANDS HOLDINGS,
INC. 2020 OMNIBUS EQUITY PLAN AND A RESTRICTED
STOCK AWARD AGREEMENT, DATED AS OF , BETWEEN SPECTRUM BRANDS HOLDINGS, INC. AND A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT
THE PRINCIPAL EXECUTIVE OFFICES OF SPECTRUM BRANDS HOLDINGS, INC.
10.
Other Stock-Based Awards. The Committee may issue rights to receive grants of Awards at a future date, or other
Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible
Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine.
Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award agreement. Each Other Stock-Based Award so granted
shall be subject to such conditions not inconsistent with the Plan, including the Minimum Vesting Condition described in Section 13, as
may be reflected in the applicable Award agreement.
11.
Changes in Capital Structure and Similar Events. In the event that the Committee determines that, as a result
of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, separation, rights offering, splitup, spin-off, combination, repurchase or exchange of shares
of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities
of the Company, issuance of shares of Common Stock pursuant to the anti-dilution provisions of securities of the Company, or other similar
corporate transaction or event affecting the shares of Common Stock, or of changes in applicable laws, regulations or accounting principles,
an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably
so as to ensure no undue enrichment or harm (including, without limitation, by payment of cash), any or all of:
(i)
the number and type of shares of Common Stock (or other securities) which thereafter may be made the subject of Awards, including
the aggregate limit specified in Section 5(b);
(ii)
the number and type of shares of Common Stock (or other securities) subject to outstanding Awards; and
(iii)
the grant, purchase, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment
to the holder of an outstanding Award;
provided, however,
that the number of shares of Common Stock subject to any Award denominated in shares shall always be a whole number.
12.
Effect of Change in Control.
(a)
In the event of a Change in Control:
(i)
with respect to Awards that are not subject to the achievement of Performance Conditions, including Awards that are subject to
the achievement of Performance
Conditions that are replaced by Qualifying
Replacement Awards and cease to be subject to the achievement of Performance Conditions, if a Qualifying Replacement Award is provided
to the applicable Participant to replace such Award then, in the event that the Participant incurs a Qualifying Termination within the
24-month period immediately following the Change in Control, then, any such Qualifying Replacement Award that relates to (x) Options or
SARs outstanding as of immediately prior to the Participant’s shall become fully vested and exercisable as of the date of such Qualifying
Termination and remain exercisable until the earlier of (A) the second anniversary of the Qualifying Termination and (B) the end of the
applicable Option Period or SAR Period and (y) Restricted Stock or Restricted Stock Units outstanding as of immediately prior to the Participant’s
Qualifying Termination shall be fully vested as of the date of such Qualifying Termination, and any such Qualifying Replacement Award
that relates to Restricted Stock Units shall (subject to Section 12(b)) be settled immediately upon such Qualifying Termination (as determined
in the manner provided for in the terms thereof, but subject to Section 11);
(ii)
with respect to Awards that are not subject to the achievement of Performance Conditions, if a Qualifying Replacement Award is
not provided to the applicable Participant to replace the applicable Award, any such Award that is an Option or SAR then outstanding shall
vest and be fully exercisable as of the date of the Change in Control, any such Award of Restricted Stock or Restricted Stock Units then
outstanding shall be fully vested as of the date of the Change in Control, and any such Award of Restricted Stock Units then outstanding
shall (subject to Section 12(b)) be settled immediately (as determined in the manner provided for in the terms thereof, but subject to
Section 11); and
(iii)
if a Qualifying Replacement Award is not provided to the applicable Participant to replace the applicable Award, any Awards that
are subject to the achievement of Performance Conditions shall, immediately prior to, and subject to the consummation of, such Change
in Control, vest and (subject to Section 12(b)) be settled immediately (as determined in the manner provided for in the terms thereof,
but subject to Section 11) based on the greater of (x) actual performance through the date of the Change in Control or (y) target performance;
in each case, subject to the terms of the Award, the Plan or Section 12(b), as applicable.
(b)
Notwithstanding the foregoing, with respect to any Award that provides for the deferral of compensation and is subject to Section
409A of the Code, (i) if a Change in Control constitutes a payment event with respect to such Award, the applicable transaction or event
with respect to such Award must, for purposes of such payment event, also constitute a “change in control event,” as defined
in Treasury Regulation §1.409A-3(i) (5) to the extent required by Section 409A and (ii) the settlement provisions of this Section
12(a) shall not apply to such Award and the settlement of such Award shall be governed by the terms of the applicable Award, it being
understood that this Section 18(b) shall not limit application of the vesting provisions of this Section 12 to any such Award.
13.
Minimum Vesting Condition. Notwithstanding anything to the contrary herein, and subject to Section 12, Awards
shall be subject to the Minimum Vesting Condition provided, however, that the Committee may, in its sole discretion, (i)
accelerate the vesting of Awards or otherwise lapse or waive the Minimum Vesting Condition upon (A) the Participant’s death or Disability
or (B) a Change in Control (subject to the requirements of Section 12) and (ii) grant Awards that are not subject to the Minimum Vesting
Condition with respect to 5% or less of the
Share Reserve (as set forth in Section 5(b),
as may be adjusted pursuant to Section 5(c)). For the avoidance of doubt, any shares of Common Stock granted in connection with the Company’s
Management Incentive Plan (the “MIP”) and Sales Incentive Program (the “SIP”), and any successors
to the MIP and the SIP, shall have been deemed to satisfy the Minimum Vesting Condition as such grants are based on the achievement of
annual corporate, business segment, and/or divisional financial goals.
14.
Amendments and Termination.
(a)
Amendment and Termination of the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion
thereof at any time; provided, that no such amendment, alteration, suspension, discontinuation or termination shall be made without
stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including,
without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation service
on which the shares of Common Stock may be listed or quoted or for changes in GAAP to new accounting standards, or to prevent the Company
from being denied a tax deduction); provided, further, that any such amendment, alteration, suspension, discontinuance or
termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding
the foregoing, no amendment shall be made to the last proviso of Section 15(b) without stockholder approval.
(b)
Amendment of Award Agreements; No Repricing without Stockholder Consent. The Committee may, to the extent consistent with
the terms of any applicable Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Award theretofore granted or the associated Award agreement, prospectively or retroactively (including after
a Participant’s termination of employment or service with the Company); provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with
respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided,
further, that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification
may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or
SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash in
a manner which would either (A) be reportable on the Company’s proxy statement as Options which have been “repriced”
(as such term is used in Item 402 of Regulation S-K promulgated under the Exchange Act), or (B) result in any “repricing”
for financial statement reporting purposes (or otherwise cause the Award to fail to qualify for equity accounting treatment) and (iii)
the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules
of the applicable securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted.
15.
General.
(a)
Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant
and shall specify the terms and conditions of the Award, any rules applicable thereto, including without limitation, the effect on such
Award of the death, disability or termination of employment or service of a Participant, or of such other events as may be determined
by the Committee. For purposes of the Plan, an Award agreement may be in any such form (written or electronic) as determined by the Committee
(including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing
the Award. The Committee need not require an Award agreement to be signed by the Participant or a duly authorized representative of the
Company.
(b)
Nontransferability.
(i)
Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable
law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided
that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
(ii)
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to
be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable
Award agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such
term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statements promulgated by
the Securities and Exchange Commission (collectively, the “Immediate Family Members”); (B) a trust solely for the benefit
of the Participant and the Participant’s Immediate Family Members; (C) a partnership or limited liability company whose only partners
or equityholders are the Participant and the Participant’s Immediate Family Members; or (D) any other transferee as may be approved
either (I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement; (each transferee
described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided
that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee
notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.
(iii)
The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee
and any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the
Company shall not be required to provide any notice to a Permitted Transferee, whether or not
such notice is or would otherwise have been
required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.
(c)
Dividends and Dividend Equivalents. The Committee in its sole discretion may provide a Participant as part of an Award with
dividends or dividend equivalents, payable in cash, shares of Common Stock, other securities, other Awards or other property, subject
to vesting conditions, on such terms and conditions as may be determined by the Committee in its sole discretion, including without limitation,
payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional
shares of Common Stock, Restricted Stock or other Awards; provided, that, notwithstanding anything herein to the contrary, any
dividends payable with respect to any Award or any portion of an Award may only be paid to the Participant to the extent the vesting conditions
applicable to such Award or portion thereof are subsequently satisfied and the Award or portion thereof to which such dividend relates,
and any dividends with respect to any Award or any portion thereof does not become vested shall be forfeited.
(d)
Tax Withholding.
(i)
A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, shares of Common Stock, other securities or other
property) of any withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and
to take such other action as may be necessary in the opinion of the Committee to satisfy all obligations for the payment of such withholding
taxes.
(ii)
Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy,
in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge
or other security interest and are Mature Shares) owned by the Participant having a Fair Market Value equal to such withholding liability
or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise
or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability (but no more than the maximum
individual statutory withholding liability).
(e)
No Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same
with respect to each Participant and may be made selectively among Participants, whether or not such Participants are
similarly situated. Neither the Plan nor any
action taken hereunder shall be construed as modifying any Participant’s at-will employment status (to the extent applicable), giving
any Participant any right to be retained in the employ or service of the Company or an Affiliate, or giving any Participant any rights
to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue
any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any
Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise
or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under
the Plan or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between
the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.
(f)
International Participants. With respect to Participants who reside or work outside of the United States of America, the
Committee may in its sole discretion amend the terms of the Plan or Sub Plans or outstanding Awards with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant,
the Company or its Affiliates.
(g)
Designation and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more
persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan
upon the Participant’s death. A Participant may, from time to time, revoke or change the Participant’s beneficiary designation
without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such
receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be the Participant’s spouse
or legal partner (as established under applicable law) or, if the Participant is unmarried at the time of death, the Participant’s
estate.
(h)
Termination of Employment. Except as otherwise provided in an Award agreement or an employment, severance, consulting, letter
or other agreement with a Participant, unless determined otherwise by the Committee: (i) neither a temporary absence from employment or
service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through
a Reserve or National Guard unit) nor a transfer from employment or service with the Company to employment or service with an Affiliate
(or vice-versa) shall be considered a termination of employment or service with the Company or an Affiliate; and (ii) if a Participant’s
employment with the Company and its Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates
in a non-employee capacity (or vice-versa), such change in status shall not be considered a termination of employment or service with
the Company or an Affiliate for purposes of the Plan.
(i)
No Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall
be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares
have been issued or delivered to that person.
(j)
Government and Other Regulations.
(i)
The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable
laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions
of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant
to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory
to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under
the Securities Act any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide
that all shares of Common Stock or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the Federal
securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or
inter-dealer quotation service upon which such shares or other securities of the Company are then listed or quoted and any other applicable
Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of
the Plan, the Committee may cause a legend or legends to be put on any such certificates of Common Stock or other securities of the Company
or any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities
of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s instructions or
subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right
to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable
in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.
(ii)
The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public
markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of shares of Common Stock
from the Company and/or the Participant’s sale of shares of Common Stock to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant
an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof
canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or delivered, as applicable),
over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition
of delivery of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable
following the cancellation of such Award or portion thereof.
(k)
No Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar provision
of law may be made unless expressly permitted by the terms of the applicable Award agreement or by action of the Committee in writing
prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or
otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company
of such election within ten days of filing notice of the election with the Internal Revenue Service or other governmental authority, in
addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.
(l)
Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under
the Plan is unable to care for such person’s affairs because of illness or accident, or is a minor, or has died, then any payment
due to such person or such person’s estate (unless a prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to such person’s spouse, child, relative, an institution maintaining or having
custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(m)
Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders
of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements
may be either applicable generally or only in specific cases.
(n)
No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,
on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law.
(o)
Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing
to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan
by any agent of the Company or the Committee or the Board, other than himself or herself.
(p)
Relationship to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under
any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided
in such other plan.
(q)
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of law provisions
thereof.
(r)
Severability. If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal,
or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, as determined by the Committee in its sole judgment, materially altering the intent of the Plan or
the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of
the Plan and any such Award shall remain in full force and effect.
(s)
Obligations Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation
or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or
organization succeeding to substantially all of the assets and business of the Company.
(t)
409A of the Code.
(i)
Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section
409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of
all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any other plan maintained
by the Company (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have
any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties.
With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the
Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within
the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of
any Award granted under the Plan is designated as a separate payment.
(ii)
Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to
Section 409A of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s
“separation from service” (as defined in Section 409A of the Code) or, if earlier, the Participant’s date of death.
Following any applicable six month delay, all such delayed payments
will be paid in a single lump sum on the earliest
date permitted under Section 409A of the Code that is also a business day.
(iii)
Unless otherwise provided by the Committee, in the event that the timing of payments in respect of any Award (that would otherwise
be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A)
a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition
of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets
of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such
acceleration shall be permitted unless the Disability also satisfies the definition of “Disabled” or “Disability”
pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.
(u)
Clawback/Forfeiture. Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the
Committee may in its sole discretion cancel such Award if the Participant, without the consent of the Company, while employed by or providing
services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation
or non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the
interests of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as
determined by the Committee in its sole discretion. The Committee may also provide in an Award agreement that if the Participant otherwise
has engaged in or engages in any activity referred to in the preceding sentence, the Participant will forfeit any gain realized on the
vesting, exercise or settlement of such Award, and must repay the gain to the Company. The Committee may also provide in an Award agreement
that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any
reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then
the Participant shall be required to repay any such excess amount to the Company. To the extent required by applicable law (including
without limitation Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), Awards shall be subject to clawback,
forfeiture or similar requirements. Grants of Awards to executive officers shall also be subject to the Company’s Compensation Clawback
Policy, as amended from time to time in accordance with applicable law (including without limitation the Dodd Frank Act).
(v)
Expenses; Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men, women, and/or non-binary. The titles and headings of the
sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles
or headings shall control.
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Spectrum Brands Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(2) |
Maximum
Aggregate
Offering
Price |
Fee
Rate |
Amount
of
Registration
Fee |
Equity |
Common stock, par value $0.01 per share, issuable pursuant to the Spectrum Brands Holdings, Inc. Amended and Restated 2020 Omnibus Equity Plan |
Other |
1,375,000 |
$74.38 |
$102,272,500 |
0.00011020 |
$11,270.43 |
Total Offering Amounts |
|
$102,272,500 |
|
$11,270.43 |
Total Fees Previously Paid |
|
|
|
- |
Total Fee Offsets |
|
|
|
- |
Net Fee Due |
|
|
|
$11,270.43 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends
or similar transactions. |
| (2) | Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration
fee on the basis of the average of the high and low prices of Spectrum Brands Holdings, Inc.’s common stock reported by the New
York Stock Exchange as of August 8, 2023. |
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