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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 2005
NEWELL RUBBERMAID INC.
(Exact name of registrant as specified in its charter)
Delaware 001-09608 363514169
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
10 B Glenlake Parkway,
Suite 600
Atlanta, Georgia 30328
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(Address of principal
executive offices
Registrant's telephone number, including area code: 770-407-3800
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 22, 2005, Newell Rubbermaid Inc. (the "Company")
entered into a Separation Agreement with Joseph Galli, Jr., the
Company's former President and CEO, in connection with his
resignation on October 16, 2005, a copy of which is attached to
this Report as Exhibit 10 and incorporated herein by this reference.
The material terms of the Severance Agreement are as follows:
(i) severance payments equal to two times his current annual salary,
with payments beginning May 1, 2006 and continuing until October,
2007; (ii) a bonus for 2005 equal to 120.6% of his current annual
salary; (iii) continued vesting in previously granted outstanding
stock options for three years following his resignation, with exercise
permitted during 2008; (iv) continued vesting in previously granted
restricted stock awards for two years following his resignation;
(v) early payment of his accrued SERP benefit (on October 16, 2007)
if he complies with the terms of the Severance Agreement through
December 31, 2006; (vi) a payment of $775,000 as an additional
retirement benefit; (vii) continued coverage under the Company's
medical plan at active employee rates for 24 months following
resignation; (viii) reimbursement of up to $100,000 in outplacement
expenses; and (ix) ownership of his Company car, mobile phone and
computer.
For two years following his resignation, Mr. Galli is prohibited
from competing with the Company and from soliciting or hiring certain
Company employees. Should he violate the terms of the Separation
Agreement, including the confidentiality, noncompete and
nonsolicitation provisions, further severance payments cease and all
stock options and then unvested restricted stock will be forfeited.
The Separation Agreement also contains a release of claims provision.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10 Separation Agreement dated as of October 16, 2005, and executed
November 22, 2005, between Newell Rubbermaid Inc. and Joseph
Galli, Jr.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID INC.
By:/s/ Dale L. Matschullat
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Name: Dale L. Matschullat
Date: November 22, 2005 Title: Vice President - General
Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description
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10 Separation Agreement dated as of October 16, 2005, and
executed November 22, 2005, between Newell Rubbermaid
Inc. and Joseph Galli, Jr.
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