Termination Due to a Qualifying Event. If the Executive’s employment with NWL is terminated as the result of an event described in Section 3(a) above, the Executive shall be entitled to receive the following payments and benefits from NWL:

Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the Restricted Period and all remaining restrictions shall expire and the RSUs shall be deemed fully vested.

Qualifying Termination or Change in Control. If a Qualifying Termination (as defined below) or a Change in Control (as defined below) occurs, in each case prior to the Vesting Date, and if you have not previously forfeited your Award under Section 4, one hundred percent (100%) of all Restricted Stock Units shall vest on the date of your Qualifying Termination or the Change in Control, as applicable.

Qualifying Termination Following Change in Control. In the event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest time set forth in [Section 22(c)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.

Pre-Change in Control Qualifying Termination. If your Termination Date occurs during the Term and such termination is due to a Pre-Change in Control Qualifying Termnation, in addition to your Accrued Obligations, you shall be entitled to receive severance pay (the “Severance Benefits”) # equal to the amount determined in accordance with Exhibit A attached hereto, and # payable in regular installments, in accordance with the Company’s normal payroll policies then in effect for the period set forth in Exhibit A (the “Severance Period”), which payments will commence with the first payroll period occurring after the expiration of the Severance Delay Period (the “Initial Payment”) and shall continue for the remainder of the Severance Period. The Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period.

“Qualifying Termination” means:

“Triggering Event” shall mean the event that triggered the Qualifying Termination (i.e., the Termination of the Executive’s employment or, if the Qualifying Termination is specified in Article I(o)(A) or (B), the Change in Control).

by the Officer for Post-CIC Good Reason, provided such termination of employment occurs within the two (2) year period following a Change in Control;

Termination of Employment. If within 12 months after a Change in Control, your employment is terminated # by the Company or # by you for Good Reason, the Company shall pay you a severance payment in an amount equal to your base salary over the immediately prior 12 months (such severance payment, the “CIC Severance Amount”). The CIC [[Person A:Person]]

Any Awards, including Options and SARs, granted in the one-year period prior to the Participant’s Qualifying Termination shall be immediately forfeited and canceled, effective as of the date of the Participant’s Qualifying Termination; and