As filed with the Securities and Exchange Commission on June 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FORTUNE BRANDS INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 62-1411546 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 Horizon Way
Building N
Deerfield, Illinois 60015-3888
(Address of principal executive offices, including zip code)
Inducement Performance Share Award
Inducement Stock Option Award
(Full title of the plans)
Hiranda S. Donoghue
Executive Vice President, Chief Legal Officer and Corporate Secretary
Fortune Brands Innovations, Inc.
1 Horizon Way
Building N
Deerfield, Illinois 60015-3888
(847) 484-4400
(Name, address and telephone number of agent for service)
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 Securities Exchange Act of 1934, as amended.
| Large accelerated filer | ☒ | 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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Fortune Brands Innovations, Inc., a Delaware corporation (the “Registrant”) intends to grant an inducement performance share award and inducement stock option award (collectively, the “Inducement Awards”) with respect to up to 1,150,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), as an “employment inducement award” under New York Stock Exchange Manual Rule 303A.08. This Registration Statement registers the shares of Common Stock issuable upon the settlement of the Inducement Awards.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). Documents containing the information required by Part I of the Registration Statement will be sent or given to the recipient of the Inducement Awards as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission (the “Commission”):
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025, filed with the Commission on February 23, 2026; | |
| (b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2026, filed with the Commission on May 7, 2026; | |
| (c) | The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 20, 2026, February 12, 2026, March 16, 2026, March 16, 2026, May 7, 2026, and June 29, 2026; and | |
| (d) | The description of the Common Stock set forth under the heading “Description of Capital Stock” in the Registrant’s Information Statement, filed as Exhibit 99.1 to the Registration Statement on Form 10 filed with the Commission on August 26, 2011, and any amendment or report filed for the purpose of updating such description, is incorporated herein by reference, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 28, 2023. | |
All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement 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 into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement or the related prospectus to the extent that a statement contained herein or in any subsequently filed Incorporated Document 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.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, 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”) makes provision for the indemnification of officers and directors of corporations in terms sufficiently broad to indemnify the officers and directors of the Registrant under certain circumstances from liabilities (including reimbursement of expenses incurred) arising under the Securities Act. Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to directors, in respect of certain unlawful dividend payments or stock redemptions or repurchases, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) with respect to officers, in any action by or in the right of the corporation.
As permitted by the DGCL, the Registrant’s amended and restated certificate of incorporation (“certificate of incorporation”) provides that, to the fullest extent permitted by the DGCL, as amended from time to time, no director or officer of the Registrant shall be personally liable to the Registrant or to its stockholders for monetary damages for breach of his or her fiduciary duty as a director or officer. The effect of this provision in the certificate of incorporation is to eliminate the rights of the Registrant and its stockholders (through stockholders’ derivative suits on behalf of the Registrant) to recover monetary damages against a director or officer for breach of fiduciary duty as a director or officer thereof (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i)-(v), inclusive, above. These provisions will not alter the liability of directors under federal securities laws.
The certificate of incorporation also provides that the Registrant shall indemnify its directors and officers to the fullest extent authorized or permitted by the DGCL, as amended from time to time, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Registrant and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives.
The certificate of incorporation also provides that expenses incurred by a director of the Registrant (acting in his or her capacity as such) in defending or otherwise participating in any proceeding in advance of its final disposition shall be paid by the Registrant, provided such expenses shall be advanced only upon delivery to the Registrant of an undertaking by such director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Registrant.
The certificate of incorporation also provides that indemnification provided for in the Registrant’s certificate of incorporation, the Registrant’s bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the Registrant may purchase and maintain insurance to protect itself and any such person against any liability asserted against such person, whether or not the Registrant would have the power to indemnify such person against such liability under the certificate of incorporation or otherwise.
The Registrant has procured insurance protecting it under its obligation to indemnify officers and directors against certain types of liabilities (including certain liabilities under the Securities Act) that may be incurred by them in the performance of their duties and affording protection to such officers and directors in certain areas to which the corporate indemnity does not extend, all within specified limits and subject to specified deductions.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
| * | Filed herewith. |
| Item 9. | Undertakings. |
(a) The Registrant hereby undertakes:
(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; and
(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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of 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 which remain unsold at the termination of the offering.
(b)The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’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 thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Village of Deerfield, State of Illinois on June 29, 2026.
| Fortune Brands Innovations, Inc. | ||
| By: | /s/ David Barry | |
| David Barry | ||
| Interim Chief Executive Officer | ||
Each person whose signature appears below authorizes and appoints David V. Barry, Hiranda S. Donoghue and Jack N. Melamed, and each of them, any of whom may act without the joinder of the other, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or agents or any of them, or their substitute or substitutes, each acting alone, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 29, 2026.
| Signature |
Title | |||
| /s/ David Barry |
Interim Chief Executive Officer | |||
| David Barry | (Principal Executive Officer) | |||
| /s/ Ashley George |
Interim Chief Financial Officer | |||
| Ashley George | (Principal Financial Officer) | |||
| /s/ Karen Ries |
Senior Vice President and Chief Accounting Officer | |||
| Karen Ries | (Principal Accounting Officer) | |||
| /s/ Amee Chande |
Director | |||
| Amee Chande | ||||
| /s/ Irial Finan |
Director | |||
| Irial Finan | ||||
| /s/ Brendan Foley |
Director | |||
| Brendan Foley | ||||
| /s/ Ed Garden |
Director | |||
| Ed Garden | ||||
| /s/ Ann Fritz Hackett |
Director | |||
| Ann Fritz Hackett | ||||
| /s/ Susan S. Kilsby |
Director | |||
| Susan S. Kilsby | ||||
| /s/ A. D. David Mackay |
Director | |||
| A. D. David Mackay | ||||
| /s/ Jeffery Perry |
Director | |||
| Jeffery Perry | ||||
| /s/ Stephanie Pugliese |
Director | |||
| Stephanie Pugliese | ||||
Exhibit 4.1
FORTUNE BRANDS INNOVATIONS, INC.
[GRANT DATE] Inducement Performance Share Award Agreement (the “Agreement”)
Fortune Brands Innovations, Inc., a Delaware corporation (the “Company”), grants to the undersigned “Holder” an inducement performance share award (the “Award”). This Award is being granted to Holder as an “employment inducement award” under Section 303A.08 of the New York Stock Exchange Listed Company Manual and is granted outside of the Fortune Brands Innovations, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Notwithstanding that the Award is granted outside of the Plan, except as expressly provided otherwise, the Award shall be administered in a manner consistent with the terms and conditions of the Plan. The date of the grant, the number of shares of Common Stock of the Company to be paid to Holder under the Award (“Performance Shares”), the applicable performance goals (“Performance Measures”), the period during which the Performance Measures may be achieved (the “Performance Period”), and the period during which time-based conditions may be applicable to the Award (the “Vesting Period”) are provided in a separate notice outlining specifics of the Award (the “Award Notice”) and on the Company’s online administrative system. Capitalized terms not defined in this Agreement have the meanings specified in the Plan or the Award Notice, as applicable.
1. Number of Shares Payable Pursuant to Award; Holding Period. Subject to the certification by the Committee and except as otherwise provided in this Agreement, the number of Performance Shares payable to Holder shall be determined based on the satisfaction of the Performance Measures as set forth in the Award Notice; provided, however, that no Performance Shares shall be payable for the Performance Period if none of the Performance Measures are met. Except as otherwise provided under Section 2 below, any Performance Shares that become payable to Holder under this Award will be issued to Holder (or, in the event of Holder’s death or termination due to Disability, Holder’s appointed and qualified executor or other personal representative) by the Company as soon as practicable (but in any event no later than sixty (60) days) following the vesting of the Award. Except as provided pursuant to Section 4 hereunder, Holder understands any agrees that any shares of Common Stock issued to Holder hereunder shall be retained by Holder for the duration of Holder’s employment with the Company or any of its Subsidiaries; and at least 50% of such shares of Common Stock must be retained by Holder for at least one (1) year following Holder’s death or termination of employment with the Company or any of its Subsidiaries (the “Holding Requirement”); provided, however, that the Holding Requirement shall lapse upon a Change in Control.
2. Termination of Employment During the Performance Period.
(a) In the event of Holder’s death, termination of employment due to Disability or termination by the Company without Cause, in each case, during the Vesting Period, Holder or Holder’s beneficiary or estate (as applicable) will be entitled to vest, effective as of the date of such termination, in the number of Performance Shares which have been earned, but not yet vested, as of such date based upon the Performance Measures satisfied as of such date, as calculated in accordance with the Award Notice. Any such vested Performance Shares will be issued to Holder (or, in the event of Holder’s death or termination due to Disability, Holder’s
appointed and qualified executor or other personal representative) by the Company as soon as practicable following the date of such death or termination due to Disability or by the Company without Cause, but no later than sixty (60) days following such date. Any such Performance Shares which do not become vested as of the date of such death, termination for Disability or termination by the Company without Cause will be immediately forfeited and cancelled for no consideration. For purposes of this award, (i) Holder will have a “Disability” if Holder is receiving benefits under the long-term disability plan maintained by Holder’s employer at the time of Holder’s termination of employment and (ii) “Cause” shall have the meaning set forth in the Holder’s Agreement for the Payment of Benefits Following Termination of Employment (the “Termination Agreement”).
(b) If Holder’s employer terminates Holder’s employment for Cause at any time prior to payment of the Performance Shares, then the Award (including all unvested Performance Shares and any vested Performance Shares which have not yet been paid to Holder) will be forfeited and cancelled immediately upon such termination of employment.
(c) Except as otherwise provided in Section 4 below, if Holder’s employment terminates during the Vesting Period for any reason other than death, Disability or by the Company other than for Cause, any then-unvested Performance Shares granted hereunder will be immediately forfeited and cancelled as of such terminate date.
(d) For the purposes of this Agreement, (i) a transfer of Holder’s employment from the Company to a Subsidiary or vice versa, or from one Subsidiary to another, without an intervening period, will not be deemed a termination of employment; (ii) if Holder ceases to serve as an executive officer of the Company, then Holder shall be treated as having a termination of employment for purposes of this Agreement; or (iii) if Holder is granted in writing a leave of absence, Holder will be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence (but not beyond Holder’s separation from service within the meaning of Section 409A of the Code if this Award is deemed to be subject to said Section, using a 29-month period rather than 6-months per U.S. Treasury Regulation §1.409A-1(h)(1)(i) for a leave of absence due to any medically determinable physical or mental impairment as contemplated under such section).
3. Dividend Equivalents. Holder will be entitled to receive dividend equivalents with respect to earned but unvested or unpaid Performance Shares granted hereunder to the extent that the Company pays dividends on the Common Stock prior to the settlement of the Performance Shares. Such dividend equivalents will be equal to the cash dividends (if any) that would have been paid to Holder for the shares of Common Stock subject to such earned but unvested or unpaid Performance Shares had such shares been issued and outstanding on the dividend record date occurring following the Grant Date and prior to the settlement of the Performance Shares. Dividend equivalents (if any) will be subject to the same vesting conditions as the underlying Performance Shares and will be paid to Holder in cash at the same time as the shares of Common Stock subject to the Award are delivered.
4. Change in Control Treatment. In the event of a Change in Control in connection with which this Award is substituted, assumed, or continued by the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, then the Award will be converted to a time-vesting Restricted Stock Unit award with respect to a number of Restricted Stock Units calculated in accordance with the Award Notice (the “Conversion Units”), which Conversion Units shall remain subject to the time-based vesting schedule contemplated in the Award Notice. In the event Holder’s employment is terminated due to death, Disability, by the Company without Cause or by Holder for Good Reason (as defined in the Termination Agreement), in each case, following such Change in Control, (i) any then-unvested Conversion Units will become immediately vested effective as of the date of such termination and (ii) the Company will deliver, to be delivered, one share of Common Stock for each such vested Conversion Unit within sixty (60) days following such termination date. In the event of a Change in Control in connection with which this Award is not substituted, assumed, or continued by the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, then the Performance Shares will vest as of such Change in Control to the extent that the underlying Performance Measures are achieved as of such Change in Control, as calculated in accordance with he Award Notice and the Performance Shares shall be settled within sixty (60) days following such Change in Control; provided, however, if the Performance Shares are subject to Section 409A of the Code and the Change in Control is not a “change in control event” for purposes of Section 409A of the Code, then the Performance Shares shall vest as of such Change in Control, as calculated in accordance with the Award Notice, and the Performance Shares shall be settled in accordance with the time-based vesting schedule set forth in the Award Notice, subject to earlier settlement upon the Holder’s death or termination of employment for any reason.
5. No Stockholder Rights. Holder will not have any rights of a stockholder (including voting rights) or any other right, title or interest, with respect to any of the Performance Shares or other Common Stock issued hereunder unless and until such shares have been recorded on the Company’s official stockholder records as having been issued or transferred to Holder in the form of Common Stock of the Company.
6. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the payment, delivery or issuance of Performance Shares, the shares of Common Stock subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to obtain and maintain any such listing, registration, qualification, consent, approval or other action.
7. Clawback Policy. Notwithstanding any provision of this Agreement to the contrary, outstanding Performance Shares may be cancelled, and the Company may require Holder to return shares of Common Stock (or the value of such stock when originally paid to Holder), dividend equivalents (if any) issued under this Award and any other amount required by applicable law to be returned, in the event that such repayment is required pursuant to the terms of any clawback or recoupment policy which the Company may adopt from time to time and which is in effect as of the Award Date, including, without limitation, the Fortune Brands Innovations, Inc. Clawback Policy, or such other policy adopted in order to comply with any laws or regulations.
8. Non-transferability. This Award may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise by Holder, other than (a) by will or by the laws of descent and distribution; or (b) pursuant to an approved domestic relations order approved in writing by the Secretary of the Committee or the Secretary’s designee. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all related rights will immediately become null and void.
9. Tax Withholding. As a condition to the delivery of shares of Common Stock, Holder must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Holder fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Holder, including regular salary or bonus payments. Holder may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined below), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Holder having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Company or withheld from Holder shall be determined by applying the maximum statutory withholding rate, if Holder makes such an election. For purposes of this Award, “Fair Market Value” as of any date means the value determined by reference to the closing price of a share of Common Stock as finally reported on the New York Stock Exchange for the trading day immediately preceding such date. Any fraction of a share of Common Stock which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Holder. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full.
10. Adjustments.
(a) In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the terms of this Award (including the number and class of securities subject to the Award and the Performance Measures applicable to the Performance Shares) shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
(b) Appropriate and equitable adjustments (which may be increases or decreases) will be made by the Committee to the Performance Measures to take into account changes in law or to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances, including, but not limited to (i) changes in laws, regulations and accounting principles; (ii) actuarial gains or losses related to defined benefit plan accounting; and (iii) impairment and restructuring related changes.
11. No Rights to Continued Employment. In no event will the granting of the Award or its acceptance by Holder, or any provision of this Agreement, give or be deemed to give Holder any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time for any reason.
12. Restrictive Covenants. In exchange for accepting the Award and in consideration of the Confidential Information (defined below) the Company provides to Holder, benefits Holder is not otherwise entitled to, Holder agrees to the following restrictive covenants:
(a) State Specific Modifications. Holders in California, Colorado, Illinois, Maryland, Minnesota, Texas and Wisconsin are directed to Exhibit A for important limitations on the scope of this Agreement.
(b) Confidential Information. Holder acknowledges that he/she has access to highly confidential information of the Company and any Subsidiary that Holder provides services to or is provided confidential information about, including but not limited to, information concerning: finances, supply and service, marketing, customers (including lists), customer preferences, operations, research and development and other technical information, business and financial plans and strategies, and product costs, sourcing and pricing (“Confidential Information”). The term “Trade Secret” means information that qualifies for protection as a trade secret under applicable law. The Holder agrees that during his/her employment and for three years following the end of Holder’s employment (for whatever reason), Holder will protect the Confidential Information and Trade Secrets to which you are
entrusted by the Company and only use such information for business-related reasons; however, Trade Secrets will always remain protected for as long as the information qualifies as a trade secret under applicable law. Holder agrees that, after the end of his/her employment (for whatever reason) or at the Company’s request: (i) he/she will promptly return to the Company (within three (3) business days of the end of his/her employment or upon the reasonable request of the Company) any and all documents and materials in his/her possession or control, whether in hard copy, electronic or other form, that consist of or relate directly or indirectly to Confidential Information and/or Trade Secrets; (ii) if he/she has copies of documents and materials that consist of or relate directly or indirectly to Confidential Information or Trade Secrets on his/her personal computer, tablet or mobile device, he/she will promptly permanently destroy all such files; (iii) he/she will not access the Company’s computer system; and (iv) upon request, he/she will certify, in writing, his/her compliance with 12(b)(i) through (b)(iii) and/or make reasonable accommodations for the Company to forensically certify the same. Nothing in this Agreement is intended to prohibit any activity by Holder which is protected by law. The obligations of this Agreement (including, but not limited to the confidentiality obligations) do not prohibit Holder from reporting any event that Holder reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), cooperating in an investigation conducted by such a government agency, or disclosing to such a government agency any Confidential Information that is lawfully acquired by Holder and that Holder reasonably and in good faith believes is relevant to the matter at issue. Similarly, pursuant to the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a Trade Secret if that disclosure is (A) made in confidence to an attorney or a Federal, State, or local government official, either directly or indirectly, and is solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the Trade Secret to the individual’s attorney and may use the Trade Secret information in the court proceeding, provided the individual (1) files any document containing the Trade Secret under seal; and (2) does not disclose the Trade Secret, except pursuant to court order.
(c) Non-Competition. Holder agrees that he/she will not, directly or indirectly, for a period of 12 months after the end of Holder’s employment (for whatever reason), engage in a Prohibited Capacity within the Restricted Area on behalf of a business that manufactures, distributes, offers, sells or provides any Competing Products. “Competing Products” means any products and/or services that are similar in function or purpose to those offered by the Company and its Subsidiaries and as to which Holder had Involvement. “Involvement” means to have responsibilities, provide supervision, engage in dealings or receive Confidential Information and/or Trade Secrets about during the last two (2) years immediately preceding the end of Holder’s employment (the “Look Back Period”). “Prohibited Capacity” means to engage in the same or similar capacity or function that Holder worked for the Company and/or its Subsidiaries at any time during the Look Back Period or in a capacity that would otherwise result in the use or disclosure of Confidential Information. “Restricted Area” means those geographic areas in which the Company and its Subsidiaries do business and as to which business Holder had Involvement.
(d) Non-Solicitation of Customers. Holder agrees that he/she will not, directly or indirectly, during his/her employment and for a period of 12 months after the end of his/her employment (for whatever reason), solicit, induce or attempt to induce (or assist others to solicit) any customers or prospective customers of the Company and its Subsidiaries to cease doing business with the Company and its Subsidiaries or to buy a Competing Product. The prohibition in this Section 12(c) only applies to customers and prospective customers with which Holder had Involvement.
(e) Non-Solicitations of Employees. Holder agrees that he/she will not, directly or indirectly, for a period of 12 months after the end of his/her employment (for whatever reason), solicit (or assist another in soliciting), induce, employ or seek to employ any individual employed by Company and/or its Subsidiaries. Where an additional restriction is required to enforce the foregoing, Holder’s non-solicitation obligation is limited to employees with whom Holder had Involvement.
(f) Reasonableness of Restrictions. Holder acknowledges that the temporal, activity and geographic limitations of Sections 12(b), (c), (d) and (e) above are reasonable in scope and narrowly constructed so as to protect only the Company and its Subsidiaries’ legitimate protectable interests, and will not prohibit Holder from obtaining meaningful employment following the end of Holder’s employment.
(g) Tolling of Restrictive Period. The periods described in Sections 12(b), (c), (d), and (e) above shall not run during any period of time in which the Holder is in violation of this paragraph, and shall toll during any such period of violation. If Holder resides in and is subject to the laws of Wisconsin, then this paragraph shall not apply.
(h) General. (i) Before accepting new employment, Holder will advise any such future employer of the restrictions in this Agreement. Holder agrees that the Company and its Subsidiaries may advise any such future employer or prospective employer of this Agreement and their position on the potential application of this Agreement without such giving rise to any legal claim. (ii) The obligations in this Agreement shall survive the termination of Holder’s employment and shall, likewise, continue to apply and be valid notwithstanding any change in Holder’s employment terms (such as, without limitation, a change in duties, responsibilities, compensation, position or title). (iii) The Subsidiaries are third party beneficiaries of the Agreement and may enforce the Agreement without the need for further consent or agreement by the Holder. (iv) If either party waives his, her, or its right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. (v) This Agreement shall not be construed to supersede or replace any prior agreements containing confidentiality, nondisclosure, non-competition and non-solicitation provisions. Rather, the restrictions in this Agreement shall be read together with such prior agreements to afford the Company and its Subsidiaries the broadest protections allowed by law. (vi) If a court finds any of the Agreement’s restrictions unenforceable as written, the parties agree the court is authorized and expected under the terms of this Agreement to revise the restriction (for the jurisdiction covered by that court only) so as to make it enforceable, or if such revision is not permitted then to enforce the otherwise unreasonable or unenforceable restriction to such lesser extent as would be deemed reasonable and lawful within that jurisdiction. (vii) If Holder resides in California: Sections 12(c) and (e) shall not apply; Section 12(d) shall only apply if Holder uses or discloses the Company’s or its Subsidiaries’ trade secrets per Cal. Bus. & Prof. Code §16600; and Section 17 shall not apply.
13. Decisions of Board or Committee. The Board or the Committee has the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement is final and binding.
14. Successors. This Agreement is binding upon and will inure to the benefit of any successor or successors of the Company and any person or persons who, upon the death of Holder, may acquire any rights in accordance with this Agreement.
15. Notices. All notices, requests or other communications provided for in this Agreement will be made, if to the Company, to Fortune Brands Innovations, Inc., Attn. Chief Legal Officer, 1 Horizon Way, Building N, Deerfield, Illinois 60015, and if to Holder, to the last known mailing address of Holder contained in the records of the Company. All notices, requests or other communications provided for in this Agreement will be made in writing either (a) by personal delivery; (b) by facsimile or electronic mail with confirmation of receipt; (c) by mailing in the United States mails; or (d) by express courier service. The notice, request or other communication will be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the intended party if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it will be deemed to be received on the next succeeding business day of the Company.
16. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement will not affect any other provisions of this Agreement and this Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted.
17. Governing Law. This Agreement, the Award and all determinations made and actions taken with respect to this Agreement or Award, to the extent not governed by the Code or the laws of the United States, will be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of laws.
18. Administration Consistent With the Plan. Notwithstanding that the Award is being granted outside of the Plan, except as expressly provided otherwise, the Award will be administered in a manner consistent with the terms and conditions of the Plan. In the event that the provisions of this Agreement and the Plan conflict, the Agreement shall control. The Holder hereby acknowledges receipt of a copy of the Plan. By accepting the Award in the manner specified by the Company, Holder agrees to be bound by the terms and conditions of this Agreement and, if applicable to Holder, stock ownership guidelines established by the Company.
19. Section 409A. Any payment of Performance Shares to the Holder pursuant to this Agreement is intended to be exempt from Section 409A of the Code to the maximum extent possible as a short-term deferral pursuant to Treasury Regulation §1.409A-1(b)(4). However, if this Agreement and the Award are not so exempt, then this Agreement and Award are intended to comply with the requirements of Section 409A of the Code and will be interpreted and construed
consistently with such intent. In the event the terms of this Agreement would subject Holder to taxes or penalties under Section 409A of the Code (“409A Penalties”), Holder and the Company will cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event will the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. To the extent any amounts under this Agreement are payable by reference to Holder’s “termination of employment,” such term will be deemed to refer to Holder’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if Holder is a “specified employee,” as defined in Section 409A of the Code, as of the date of Holder’s separation from service, then to the extent any amount payable to Holder (a) is payable upon Holder’s separation from service, and (b) under the terms of this Agreement would be payable prior to the six-month anniversary of Holder’s separation from service, to the extent that payment under this Agreement is otherwise subject to the provisions of Section 409A of the Code, such payment will be delayed until the earlier to occur of: (x) the six-month anniversary of Holder’s separation from service and (y) the date of Holder’s death. If any applicable payment period begins in one calendar year and ends in the following calendar year, Holder shall not have the right to designate the year of the payment.
20. Counterparts. This Agreement may be executed in one or more counterparts, all of which together will constitute but one Agreement.
EXHIBIT A
State-Specific Modifications. The following limitations on the scope of this Agreement apply to Holders in California, Colorado, Illinois, Maryland, Minnesota, Texas and Wisconsin.
California
If Holder resides in California, then, following the termination of Holder’s employment with the Company, the following applies to Holder: (i) Section 12(c) shall not apply to Holder; (ii) Section 12(d) shall only apply to Holder if Holder uses or discloses the Company’s trade secrets per Cal. Bus. & Prof. Code §16600; (iii) Section 12(e) shall not apply to Holder; and (iv) Section 17 shall not apply.
Colorado
If Holder primarily resides and works for the Company in Colorado, the following exceptions shall apply to Holder: (1) Sections 12(c), 12(d), and 12(e) shall be interpreted to apply to the fullest extent permitted by Colo. Rev. Stat. §8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law; (2) the Company provided Holder with notice of this Agreement before you accepted an offer of employment with the Company or provided Holder with notice of this Agreement and at least fourteen (14) days to review and sign this Agreement before the effective date of this Agreement or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the Agreement (if Holder is an existing employee); (3) Section 12(c) shall not apply to Holder after Holder’s employment ends unless Holder earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers defined by the Colorado Department of Labor; (4) Section 12(d) shall not apply to Holder after Holder’s employment ends unless Holder earns an amount of annualized cash compensation equivalent to or greater than sixty percent (60%) of the threshold amount for highly compensated workers defined by the Colorado Department of Labor; (5) Section 17 shall not apply to Holder; and (6) Holder acknowledges that Sections 12(c) and 12(d) contain covenants not to compete that could restrict Holder’s options for subsequent employment following Holder’s separation from the Company.
Illinois(a) Section 12(c) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $75,000 per year. Starting on January 1, 2027, Section 12(c) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $80,000 per year. Starting on January 1, 2032, Section 12(c) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $85,000 per year. Starting on January 1, 2037, Section 12(c) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $90,000 per year.
(b) Sections 12(d) and 12(e) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $45,000 per year. Starting on January 1, 2027, Sections 12(d) and 12(e) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $47,500 per year. Starting on January 1, 2032, Sections 12(d) and 12(e) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $50,000 per year. Starting on January 1, 2037, Sections 12(d) and 12(e) shall not apply to any Holder whose actual or expected annualized rate of earnings does not exceed $52,500 per year.
(c) The Agreement is modified to include the following Section 12(h): Holder has been provided with a period of at least fourteen (14) days advance notice of this Agreement prior to being required to execute it and is advised to seek the advice of legal counsel before entering into this Agreement.
Maryland
If Holder primarily resides in and works for the Company in Maryland, the terms of Section 12(c) do not apply to Holder after Holder’s employment terminates if Holder earns compensation equal to or less than the amount set forth in Maryland Code, Labor and Employment, § 3-716(a)(1).
Minnesota
If Holder primarily resides in and works for the Company in Minnesota, Section 12(c) shall apply to Holder during Holder’s employment, but shall not apply after Holder’s employment terminates. Further, Section 17 shall not apply to Holder if Holder primarily resides in and works for the Company in Minnesota.
Texas
If Holder resides in Texas, Holder acknowledges that, in exchange for Holder’s promises in this Agreement, from the inception of this Agreement and continuing on an ongoing basis during Holder’s employment with the Company, the Company promises to provide Holder with new Confidential Information to which Holder has not previously had access and of which Holder does not currently have knowledge only to perform Holder’s job.
Wisconsin
If Holder resides in Wisconsin, for so long as Holder resides in Wisconsin and to the extent that Wisconsin does not honor the choice of law provision in the Agreement, then the following applies to Holder: (1) Holder’s obligations not to disclose or use the Company’s Confidential Information set forth in Section 12(b) shall continue during Holder’s employment with the Company for as long as the Confidential Information is subject to protection as a trade secret under applicable law, or, if not subject to protection as a trade secret under applicable law, for thirty-six (36) months after Holder ceases to be employed by the Company; (2) Section 12(e) shall be replaced with the following language: “Non-Solicitation of Employees. Without limiting Holder’s obligations under Section 12(c) of this Agreement, Holder agrees that, during the Restrictive Period, Holder will not directly or indirectly, on Holder’s behalf or in conjunction with any other person, company or entity: (a) solicit or recruit any Company Employees to obtain employment with a person, company, or
entity that sells products for a competitor in the Restricted Territory in a role in which the Company Employee will perform activities or services similar to the activities or services that the Company Employee performed for the Company during the 24 months prior to termination; (b) interfere with the performance by any such persons of their duties for the Company; or (c) communicate with any Company Employee for the purposes described herein”; and (3) Section 12(g) shall not apply to Holder.
Exhibit 4.2
FORTUNE BRANDS INNOVATIONS, INC.
[GRANT DATE] Inducement Stock Option Agreement (the “Agreement”)
Fortune Brands Innovations, Inc., a Delaware corporation (the “Company”), grants to the undersigned “Optionee” an inducement option to purchase shares of Common Stock from the Company (collectively, the “Award”). This Award is being granted to Optionee as an “employment inducement award” under Section 303A.08 of the New York Stock Exchange Listed Company Manual and is granted outside of the Fortune Brands Innovations, Inc. 2022 Long-Term Incentive Plan (the “Plan”). Notwithstanding that the Award is granted outside of the Plan, except as expressly provided otherwise, the Award shall be administered in a manner consistent with the terms and conditions of the Plan. Capitalized terms not defined in this Agreement have the meanings specified in the Plan.
1. Option Subject to Acceptance of Agreement. The date of grant (the “Award Date”), the number and class of shares of Common Stock subject to the Option and the purchase price per share (the “Exercise Price”) are set forth in the Award Notice (the “Award Notice”) and in the Plan’s online administrative system. The Option will be null and void unless Optionee accepts this Agreement in a timely manner through the acceptance process prescribed by the Company.
The Option will terminate on the expiration date set forth in the Award Notice (the “Expiration Date”) except as otherwise provided in Section 2 or if exercised pursuant to Section 3. Upon the termination of the Option, the Option will no longer be exercisable and will immediately become null and void.
2. Time and Manner of Exercise of Option.
(a) Maximum Term of Option. Except as specifically provided in Section 2(b) below, the Option may not be exercised, in whole or in part, after the Expiration Date.
(b) Vesting and Exercise of Option. The Option will vest and become exercisable in accordance with the vesting schedule specified in the Award Notice (the “Vesting Schedule”), subject to Section 3 below. If Optionee’s employment terminates before the Option is fully vested, the Option will vest and be exercisable as follows:
| (i) | Notwithstanding the provisions of Section 5 below, in the event of Optionee’s death while the Award is outstanding, the Option will immediately become fully exercisable (to the extent not exercisable on the date of death) and will continue to be exercisable by Optionee’s beneficiary, executor, administrator or legal representative through the earlier of: (A) the date which is three (3) years after the date of Optionee’s death, and (B) the Expiration Date; provided, however, that the Option will continue to be exercisable for at least one (1) year following the date of Optionee’s death, even if this one-year period extends beyond the Expiration Date. |
| (ii) | In the event of Optionee’s Disability (as defined below) while the Award is outstanding, provided that Optionee has been continuously employed with the Company for at least one (1) year following the Award Date and prior to the date of Disability, Optionee will be treated as continuing employment with the Company during the Disability for purposes of determining the vesting and exercisability of the Options. For purposes of this Award, Optionee will have a “Disability” if Optionee is receiving benefits under the long-term disability plan maintained by Optionee’s employer. |
| (iii) | In the event of Optionee’s termination of employment for any reason (other than a termination of employment by the Company or an affiliate thereof for Cause) following the date on which the Optionee attains age 65, then any vested Options hereunder will continue to be exercisable following such termination of employment until the Expiration Date. |
| (iv) | If the Optionee’s employment is terminated for Cause (as defined below) while the Award is outstanding, then all options (including without limitation any vested but unexercised Options) will be forfeited and cancelled immediately upon such termination. For purposes of this Award, “Cause” has the same meaning as specified in any employment or other written agreement between Optionee and Optionee’s employer regarding benefits upon termination of employment and which is in effect on the Award Date (“Termination Agreement”), provided that if Optionee is not a party to a Termination Agreement that contains such definition, then Cause shall mean termination of employment for: (A) dishonesty or fraud; (B) commission of any act, or omission to act, that causes or may cause damage or detriment to the business, employees, property or reputation of the Company or its Subsidiaries; (C) dereliction of duty; (D) gross misconduct, gross negligence or gross malfeasance; or (E) violation of the code of conduct and/or personnel policies of the Company or its Subsidiaries. |
| (v) | Except as provided in Section 5 below, if Optionee’s employment terminates for any reason other than death, Disability or Cause while the Option is outstanding, unvested Options will be cancelled as of Optionee’s termination date and vested Options will remain exercisable through the earlier of: (A) three (3) months following Optionee’s termination, or (B) the Expiration Date. Any vested Options not exercised within three (3) months of the Optionee’s termination will be forfeited and cancelled by the Company. |
| (vi) | For the purposes of this Agreement, (i) a transfer of Optionee’s employment from the Company to a Subsidiary or vice versa, or from one Subsidiary to another, without an intervening period, will not be deemed a termination of employment; (ii) if Optionee is granted in writing a leave of absence, Optionee will be deemed to have remained in the employ of the Company or a Subsidiary during such leave of absence; and (iii) if Optionee ceases to serve as an executive officer of the Company, then Optionee shall be treated as having a termination of employment for purposes of this Agreement. |
3. Method of Exercise. Subject to this Agreement, the Option may be exercised as follows:
(a) By specifying the number of whole shares of Common Stock to be purchased in the manner prescribed by the Company, accompanied by full payment (or by arranging for full payment to the Company’s satisfaction) either:
| (i) | in cash; |
| (ii) | by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having an aggregate “Fair Market Value” (as defined below), determined as of the date of exercise, equal to the aggregate purchase price payable pursuant to the Option; |
| (iii) | by authorizing the Company to sell shares of Common Stock subject to the option exercise and withhold from the proceeds an amount equal to the option exercise price; or |
| (iv) | by a combination of (i), (ii) and (iii); and |
(b) By executing such documents as the Company may reasonably request.
For this purpose, “Fair Market Value” as of any date means the value determined by reference to the closing price of a share of Common Stock as finally reported on the New York Stock Exchange for the trading day immediately preceding such date. Any fraction of a share of Common Stock which would be required to pay such purchase price will be disregarded and the remaining amount due will be paid in cash by Optionee. No Common Stock will be issued or delivered until the full purchase price and any related withholding taxes, as described in Section 10 herein, have been paid.
4. Issuance or Delivery of Shares. Upon the exercise of the Option, in whole or in part, the Company will issue or deliver, subject to the conditions of this Agreement, the number of shares of Common Stock purchased. Such issuance will be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company will pay all original issue or transfer taxes and all fees and expenses related to such issuance, except as otherwise provided in Section 10 herein. Optionee agrees and acknowledges that any shares of Common Stock issued or delivered to Optionee pursuant to this Agreement must be retained by Optionee for the duration of Optionee’s employment with the Company or any of its Subsidiaries or affiliates, and that following Optionee’s termination of employment for any reason, Optionee must retain at least 50% of Common Stock for one (1) year following the date of such termination of employment (the “Holding Requirement”); provided, however, that the Holding Requirement shall lapse upon a Change in Control.
5. Change in Control. In the event of a Change in Control, the Award will be treated as subject to Section 5.8 of the Plan. In the event that Options remain outstanding following a Change in Control and Optionee’s employment is terminated either: (i) by the Company other than for Cause (as defined in Section 2(b)(iv) above), or (ii) by Optionee for Good Reason (as defined below), in each case, on or within two years after such Change in Control but while the Options are outstanding, the Options will become fully vested, exercisable and nonforfeitable as of the date of such termination of employment and will remain exercisable through the Expiration Date, subject to the provisions of Section 5.8 of the Plan. For purposes of this Award, “Good Reason” will have the same meaning as such term has under any Termination Agreement, provided that if Optionee is not a party to any Termination Agreement that contains such definition, then Good Reason shall mean the Optionee’s termination of the Optionee’s employment for any of the following reasons without the Optionee’s consent: (A) a material diminution in the Optionee’s duties, responsibilities and status as in effect immediately preceding the Change in Control; (B) a material reduction in the Optionee’s base salary as in effect immediately preceding the Change in Control; or (C) requiring Optionee to relocate to an office more than 50 miles from the offices at which the Optionee was based immediately preceding the Change in Control, except for required travel on Company business to an extent substantially consistent with Optionee’s position; provided, however, that in order to terminate Optionee’s employment for Good Reason, Optionee must (x) provide written notice of his or her intent to terminate employment within 30 days following the initial existence of the event or circumstance giving rise to Good Reason, (y) the Company must be provided an opportunity to cure the event or circumstance giving rise to “Good Reason for a period of 30 days; and (z) if not cured, the Optionee must terminate his or her employment due to Good Reason within 30 days following the expiration of the Company’s cure period.
6. No Stockholder Rights. Optionee will not have any rights of a stockholder (including voting rights) or any other right, title or interest, with respect to any of the shares of Common Stock subject to the Option unless and until such shares of Common Stock have been recorded on the Company’s official stockholder records as having been issued or transferred to Optionee.
7. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting of the Options or the delivery or issuance of shares, the shares of Common Stock subject to the Award may not be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to obtain and maintain any such listing, registration, qualification, consent, approval or other action.
8. Clawback Policy. Notwithstanding any provision of this Agreement to the contrary, outstanding Options may be cancelled, and the Company may require Optionee to return shares of Common Stock (or the value of such stock when originally issued to Optionee) issued under this Agreement and any other amount required by applicable law to be returned, in the event that such repayment is required pursuant to the terms of any clawback or recoupment policy which the Company may adopt from time to time and which is in effect as of the Award Date, including, without limitation, the Fortune Brands Innovations, Inc. Clawback Policy, or such other policy adopted in order to comply with any laws or regulations.
9. Non-transferability. The Award may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise by Optionee other than (a) by will or by the laws of descent and distribution; or (b) pursuant to an approved domestic relations order approved in writing by the Secretary of the Committee or the Secretary’s designee. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all related rights will immediately become null and void.
10. Tax Withholding. As a condition to the delivery of shares of Common Stock upon the exercise of Options, Optionee must, upon request by the Company, pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Optionee fails to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount payable by the Company to Optionee, including regular salary or bonus payments. No shares of Common Stock will be issued or delivered until the Required Tax Payments have been paid in full. Optionee may elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (a) a cash payment to the Company; (b) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value (as defined in Section 3), determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; (c) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered to Optionee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments; or (d) any combination of (a), (b) and (c). Shares of Common Stock may not have an aggregate Fair Market Value in excess of the amount determined by applying the maximum statutory withholding rate in the applicable jurisdiction. The number of shares to be delivered to the Company or withheld from the Optionee shall be determined by applying the maximum statutory withholding rate, if the Optionee makes such an election. Any fraction of a share of Common Stock which would be required to satisfy any Required Tax Payment will be disregarded and the remaining amount due must be paid in cash by Optionee. No share of Common Stock will be issued or delivered until the Required Tax Payments have been satisfied in full.
11. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the terms of the Option (including the number and class of securities subject to the Option and the purchase price per share) shall be appropriately adjusted by the Committee, such adjustments to be made in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.
12. No Rights to Continued Employment. In no event will the granting of the Option or its acceptance by Optionee, or any provision of this Agreement, give or be deemed to give Optionee any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time for any reason.
13. Restrictive Covenants. In exchange for accepting the Award and in consideration of the Confidential Information (defined below) the Company provides to Optionee, benefits Optionee is not otherwise entitled to, Optionee agrees to the following restrictive covenants:
(a) State Specific Modifications. Optionees in California, Colorado, Illinois, Maryland, Minnesota, Texas and Wisconsin are directed to Exhibit A for important limitations on the scope of this Agreement.
(b) Confidential Information. Optionee acknowledges that he/she has access to highly confidential information of the Company and any Subsidiary that Optionee provides services to or is provided confidential information about, including but not limited to, information concerning: finances, supply and service, marketing, customers (including lists), customer preferences, operations, research and development and other technical information, business and financial plans and strategies, and product costs, sourcing and pricing (“Confidential Information”). The term “Trade Secret” means information that qualifies for protection as a trade secret under applicable law. The Optionee agrees that during his/her employment and for three years following the end of Optionee’s employment (for whatever reason), Optionee will protect the Confidential Information and Trade Secrets to which you are entrusted by the Company and only use such information for business-related reasons; however, Trade Secrets will always remain protected for as long as the information qualifies as a trade secret under applicable law. Optionee agrees that, after the end of his/her employment (for whatever reason) or at the Company’s request: (i) he/she will promptly return to the Company (within three (3) business days of the end of his/her employment or upon the reasonable request of the Company) any and all documents and materials in his/her possession or control, whether in hard copy, electronic or other form, that consist of or relate directly or indirectly to Confidential Information and/or Trade Secrets; (ii) if he/she has copies of documents and materials that consist of or relate directly or indirectly to Confidential Information or Trade Secrets on his/her personal computer, tablet or mobile
device, he/she will promptly permanently destroy all such files; (iii) he/she will not access the Company’s computer system; and (iv) upon request, he/she will certify, in writing, his/her compliance with 13(b)(i) through (b)(iii) and/or make reasonable accommodations for the Company to forensically certify the same. The obligations of this Agreement (including, but not limited to the confidentiality obligations) do not prohibit Optionee from reporting any event that Optionee reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), cooperating in an investigation conducted by such a government agency, or disclosing to such a government agency any Confidential Information that is lawfully acquired by Optionee and that Optionee reasonably and in good faith believes is relevant to the matter at issue. Similarly, pursuant to the Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a Trade Secret if that disclosure is (A) made in confidence to an attorney or a Federal, State, or local government official, either directly or indirectly, and is solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the Trade Secret to the individual’s attorney and may use the Trade Secret information in the court proceeding, provided the individual (1) files any document containing the Trade Secret under seal; and (2) does not disclose the Trade Secret, except pursuant to court order.
(c) Non-Competition. Optionee agrees that he/she will not, directly or indirectly, for a period of 12 months after the end of Optionee’s employment (for whatever reason), engage in a Prohibited Capacity within the Restricted Area on behalf of a business that manufactures, distributes, offers, sells or provides any Competing Products. “Competing Products” means any products and/or services that are similar in function or purpose to those offered by the Company and its Subsidiaries and as to which Optionee had Involvement. “Involvement” means to have responsibilities, provide supervision, engage in dealings or receive Confidential Information and/or Trade Secrets about during the last two (2) years immediately preceding the end of Optionee’s employment (the “Look Back Period”). “Prohibited Capacity” means to engage in the same or similar capacity or function that Optionee worked for the Company and/or its Subsidiaries at any time during the Look Back Period or in a capacity that would otherwise result in the use or disclosure of Confidential Information. “Restricted Area” means those geographic areas in which the Company and its Subsidiaries do business and as to which business Optionee had Involvement.
(d) Non-Solicitation of Customers. Optionee agrees that he/she will not, directly or indirectly, during his/her employment and for a period of 12 months after the end of his/her employment (for whatever reason), solicit, induce or attempt to induce (or assist others to solicit) any customers or prospective customers of the Company and its Subsidiaries to cease doing business with the Company and its Subsidiaries or to buy a Competing Product. The prohibition in this Section 13(c) only applies to customers and prospective customers with which Optionee had Involvement.
(e) Non-Solicitations of Employees. Optionee agrees that he/she will not, directly or indirectly, for a period of 12 months after the end of his/her employment (for whatever reason), solicit (or assist another in soliciting), induce, employ or seek to employ any individual employed by Company and/or its Subsidiaries. Where an additional restriction is required to enforce the foregoing, Optionee’s non-solicitation obligation is limited to employees with whom Optionee had Involvement.
(f) Reasonableness of Restrictions. Optionee acknowledges that the temporal, activity and geographic limitations of Sections 13(b), (c), (d) and (e) above are reasonable in scope and narrowly constructed so as to protect only the Company and its Subsidiaries’ legitimate protectable interests and will not prohibit Optionee from obtaining meaningful employment following the end of Optionee’s employment.
(g) Tolling of Restrictive Period. The periods described in Sections 13(b), (c) (d) and (e) above shall not run during any period of time in which the Optionee is in violation of this paragraph and shall toll during any such period of violation. If Optionee resides in and is subject to the laws of Wisconsin, then this paragraph shall not apply.
(h) General. (i) Before accepting new employment, Optionee will advise any such future employer of the restrictions in this Agreement. Optionee agrees that the Company and its Subsidiaries may advise any such future employer or prospective employer of this Agreement and their position on the potential application of this Agreement without such giving rise to any legal claim. (ii) The obligations in this Agreement shall survive the termination of Optionee’s employment and shall, likewise, continue to apply and be valid notwithstanding any change in Optionee’s employment terms (such as, without limitation, a change in duties, responsibilities, compensation, position or title). (iii) The Subsidiaries are third party beneficiaries of the Agreement and may enforce the Agreement without the need for further consent or agreement by the Optionee. (iv) If either party waives his, her, or its right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. (v) This Agreement shall not be construed to supersede or replace any prior agreements containing confidentiality, nondisclosure, non-competition and non-solicitation provisions. Rather, the restrictions in this Agreement shall be read together with such prior agreements to afford the Company and its Subsidiaries the broadest protections allowed by law. (vi) If a court finds any of the Agreement’s restrictions unenforceable as written, the parties agree the court is authorized and expected under the terms of this Agreement to revise the restriction (for the jurisdiction covered by that court only) so as to make it enforceable, or if such revision is not permitted then to enforce the otherwise unreasonable or unenforceable restriction to such lesser extent as would be deemed reasonable and lawful within that jurisdiction. (vii) If Optionee resides in California: Sections 13(c), and (e) shall not apply; Section 13(d) shall only apply if Optionee uses or discloses the Company’s or its Subsidiaries’ trade secrets per Cal. Bus. & Prof. Code §16600; and Section 18 shall not apply.
14. Decisions of Board or Committee. The Board or the Committee has the right to resolve all questions which may arise in connection with the Option. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement is final and binding.
15. Successors. This Agreement is binding upon and will inure to the benefit of any successor or successors of the Company and any person or persons who, upon the death of Optionee, may acquire any rights in accordance with this Agreement.
16. Notices. All notices, requests or other communications provided for in this Agreement will be made, if to the Company, to Fortune Brands Innovations, Inc., Attn. Chief Legal Officer, 1 Horizon Way, Building N, Deerfield, Illinois 60015, and if to Optionee, to the last known mailing address of Optionee contained in the records of the Company. All notices, requests or other communications provided for in this Agreement will be made in writing either (a) by personal delivery; (b) by facsimile or electronic mail with confirmation of receipt; (c) by mailing in the United States mails; or (d) by express courier service. The notice, request or other communication will be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the intended party if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it will be deemed to be received on the next succeeding business day of the Company.
17. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement will not affect any other provisions of this Agreement and this Agreement will be construed in all respects as if such invalid or unenforceable provisions were omitted.
18. Governing Law. This Agreement, the Award and all determinations made and actions taken with respect to this Agreement or Award, to the extent not governed by the Code or the laws of the United States, will be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of laws.
19. Administration Consistent with the Plan. Notwithstanding that the Award is being granted outside of the Plan, except as expressly provided otherwise, the Award will be administered in a manner consistent with the terms and conditions of the Plan. In the event that the provisions of this Agreement and the Plan conflict, the Agreement shall control. Optionee hereby acknowledges receipt of a copy of the Plan. By accepting the Award in the manner specified by the Company, he or she agrees to be bound by the terms and conditions of this Agreement and, if applicable to the Optionee, stock ownership guidelines established by the Company.
20. Counterparts. This Agreement may be executed in one or more counterparts, all of which together will constitute but one Agreement.
EXHIBIT A
State-Specific Modifications. The following limitations on the scope of this Agreement apply to Optionees in California, Colorado, Illinois, Maryland, Minnesota, Texas and Wisconsin.
California
If Optionee resides in California, then, following the termination of Optionee’s employment with the Company, the following applies to Optionee: (i) Section 13(c) shall not apply to Optionee; (ii) Section 13(d) shall only apply to Optionee if Optionee uses or discloses the Company’s trade secrets per Cal. Bus. & Prof. Code §16600; (iii) Section 13(e) shall not apply to Optionee; and (iv) Section 18 shall not apply.
Colorado
If Optionee primarily resides and works for the Company in Colorado, the following exceptions shall apply to Optionee: (1) Sections 13(c), 13(d), and 13(e) shall be interpreted to apply to the fullest extent permitted by Colo. Rev. Stat. §8-2-113 and shall not be interpreted to apply in any manner that would constitute a violation of Colorado law; (2) the Company provided Optionee with notice of this Agreement before you accepted an offer of employment with the Company or provided Optionee with notice of this Agreement and at least fourteen (14) days to review and sign this Agreement before the effective date of this Agreement or the effective date of any additional compensation or change in the terms or conditions of employment that provides consideration for the Agreement (if Optionee is an existing employee); (3) Section 13(c) shall not apply to Optionee after Optionee’s employment ends unless Optionee earns an amount of annualized cash compensation equivalent to or greater than the threshold amount for highly compensated workers defined by the Colorado Department of Labor; (4) Section 13(d) shall not apply to Optionee after Optionee’s employment ends unless Optionee earns an amount of annualized cash compensation equivalent to or greater than sixty percent (60%) of the threshold amount for highly compensated workers defined by the Colorado Department of Labor; (5) Section 18 shall not apply to Optionee; and (6) Optionee acknowledges that Sections 13(c) and 13(d) contain covenants not to compete that could restrict Optionee’s options for subsequent employment following Optionee’s separation from the Company.
Illinois
(a) Section 13(c) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $75,000 per year. Starting on January 1, 2027, Section 13(c) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $80,000 per year. Starting on January 1, 2032, Section 13(c) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $85,000 per year. Starting on January 1, 2037, Section 13(c) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $90,000 per year.
(b) Sections 13(d) and 13(e) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $45,000 per year. Starting on January 1, 2027, Sections 13(d) and 13(e) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $47,500 per year. Starting on January 1, 2032, Sections 13(d) and 13(e) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $50,000 per year. Starting on January 1, 2037, Sections 13(d) and 13(e) shall not apply to any Optionee whose actual or expected annualized rate of earnings does not exceed $52,500 per year.
(c) The Agreement is modified to include the following Section 13(h): Optionee has been provided with a period of at least fourteen (14) days advance notice of this Agreement prior to being required to execute it and is advised to seek the advice of legal counsel before entering into this Agreement.
Maryland
If Optionee primarily resides in and works for the Company in Maryland, the terms of Section 13(c) do not apply to Optionee after Optionee’s employment terminates if Optionee earns compensation equal to or less than the amount set forth in Maryland Code, Labor and Employment, § 3-716(a)(1).
Minnesota
If Optionee primarily resides in and works for the Company in Minnesota, Section 13(c) shall apply to Optionee during Optionee’s employment, but shall not apply after Optionee’s employment terminates. Further, Section 18 shall not apply to Optionee if Optionee primarily resides in and works for the Company in Minnesota.
Texas
If Optionee resides in Texas, Optionee acknowledges that, in exchange for Optionee’s promises in this Agreement, from the inception of this Agreement and continuing on an ongoing basis during Optionee’s employment with the Company, the Company promises to provide Optionee with new Confidential Information to which Optionee has not previously had access and of which Optionee does not currently have knowledge only to perform Optionee’s job.
Wisconsin
If Optionee resides in Wisconsin, for so long as Optionee resides in Wisconsin and to the extent that Wisconsin does not honor the choice of law provision in the Agreement, then the following applies to Optionee: (1) Optionee’s obligations not to disclose or use the Company’s Confidential Information set forth in Section 13(b) shall continue during Optionee’s employment with the Company for as long as the Confidential Information is subject to protection as a trade secret under applicable law, or, if not subject to protection as a trade secret under applicable law, for thirty-six (36) months after Optionee ceases to be employed by the Company; (2) Section 13(e) shall be replaced with the following language: “Non-Solicitation of Employees. Without limiting Optionee’s obligations under Section 13(c) of this Agreement, Optionee agrees that, during the Restrictive Period, Optionee will not directly or indirectly, on Optionee’s behalf or in conjunction
with any other person, company or entity: (a) solicit or recruit any Company Employees to obtain employment with a person, company, or entity that sells products for a competitor in the Restricted Territory in a role in which the Company Employee will perform activities or services similar to the activities or services that the Company Employee performed for the Company during the 24 months prior to termination; (b) interfere with the performance by any such persons of their duties for the Company; or (c) communicate with any Company Employee for the purposes described herein”; and (3) Section 13(g) shall not apply to Optionee.
Exhibit 5.1
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SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX
AMERICA ASIA PACIFIC EUROPE |
June 29, 2026
Fortune Brands Innovations, Inc.
1 Horizon Way, Building N
Deerfield, Illinois 60015-3888
| Re: | 1,150,000 shares of Common Stock, $0.01 par value per share |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Fortune Brands Innovations, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,150,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), which may be issued as “employment inducement awards” under New York Stock Exchange Listed Company Manual Rule 303A.08 (the “Registered Shares”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated Bylaws, the applicable inducement award agreements (collectively, the “Grant Agreements”), the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Grant Agreements. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to a Grant Agreement will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable Grant Agreement; and (iii) a certificate representing such Registered Share shall have
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
Fortune Brands Innovations, Inc.
June 29, 2026
Page 2
been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof) or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof) all in accordance with the applicable Grant Agreement.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Sidley Austin LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Fortune Brands Innovations, Inc. of our report dated February 23, 2026 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Fortune Brands Innovations, Inc.’s Annual Report on Form 10-K for the year ended December 27, 2025.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
June 29, 2026
1
| Calculation of Filing Fee Tables | |||
| | |||
| | |||
| Table 1: Newly Registered Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
|---|---|---|---|---|---|---|---|---|
| 1 | |
|
|
|
$ |
$ |
|
$ |
| Total Offering Amounts: |
$ |
$ | ||||||
| Total Fee Offsets: |
$ | |||||||
| Net Fee Due: |
$ | |||||||
| Offering Note |
| 1 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||