X0305 4 2012-04-05 0 0001487730 Spectrum Brands Holdings, Inc. SPB 0001128172 FAGRE NATHAN E C/O SPECTRUM BRANDS HOLDINGS, INC. 601 RAYOVAC DRIVE MADISON WI 53711 0 1 0 0 General Counsel and Secretary Common Stock 2012-04-05 4 A 0 5000 A 13290 D Performance Rights 2013-09-30 Common Stock 10000 10000 D Performance Rights 2013-09-30 Common Stock 10000 10000 D On April 5, 2012, under the Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan, Mr. Fagre was awarded 5,000 shares of restricted stock of Issuer, which will vest on October 1, 2013 if Mr. Fagre remains employed by the Issuer through September 30, 2013. Includes the shares described in footnote 1 above, as well as 5,000 shares of restricted stock of Issuer granted under the Spectrum Brands Holdings, Inc. 2011 Equity Award Plan, which will vest on September 30, 2012 if Mr. Fagre is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2012 Equity Award Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA and free cash flow performance targets for the year ended September 30, 2012, if Mr. Fagre is employed by the Issuer on such date (the "2012 Award"). In addition, an amount equal to the 2012 Award will vest on September 30, 2013, if Mr. Fagre is employed by the Issuer on such date. Each performance right represents a contingent right to receive one share of the Issuer's common stock. Under the Spectrum Brands Holdings, Inc. 2011 Two-Year Equity Award Plan, up to 50% of such performance rights will vest within 74 days of the Issuer meeting certain adjusted EBITDA, free cash flow and strategic integration performance targets for the two years ended September 30, 2012, if Mr. Fagre is employed by the Issuer on such date (the "Two-Year 2012 Award"). In addition, an amount equal to the Two-Year 2012 Award will vest on September 30, 2013, if Mr. Fagre is employed by the Issuer on such date. /s/ Nathan E. Fagre 2012-04-06