0001193125-23-071330 Sample Contracts
March 13, 2023 To: Newell Brands Inc. Ladies and Gentlemen:Director Appointment and Nomination Agreement • March 15th, 2023 • Newell Brands Inc. • Plastics products, nec
Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement, dated as of March 18, 2018 (as amended April 23, 2018 and February 8, 2023, the “Nomination Agreement”), among Newell Brands Inc. (the “Company”) and Carl C. Icahn, including entities controlled by Mr. Carl Icahn and his associates and related affiliate entities (collectively, the “Icahn Group”). Pursuant to Section 1(a)(v) of the Nomination Agreement, subject to and effective upon the resignation of Brett M. Icahn from the Company’s Board of Directors (“Board”), the Icahn Group hereby designates David Willetts, Chief Executive Officer of Icahn Enterprises L.P. (“IELP”), to replace Brett Icahn as a member of the Board. The Icahn Group further acknowledges and agrees that (i) upon his election to the Board, Mr. Willetts will be deemed an Icahn Designee and the Replacement for Brett Icahn under the Nomination Agreement; (ii) upon his el