TUPPERWARE BRANDS CORP 10-K (Annual Reports) 2009-02-25

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 27, 2008
OR
® TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 1-11657
TUPPERWARE BRANDS CORPORATION

(Exact n am e of re gistran t as spe cifie d in its ch arte r)
Delaware 36-4062333
(State or oth e r jurisdiction of incorporation or organ iz ation) (I.R.S . Em ploye r Ide n tification No.)
14901 South Orange Blossom Trail,

Orlando, Florida 32837
(Addre ss of prin cipal e xe cu tive office s) (Zip C ode )
Registrant’s telephone number, including area code: (407) 826-5050

Securities registered pursuant to Section 12(b) of the Act:
Title of Each C lass Nam e of Each Exch an ge on W h ich Re giste re d
Common Stock, $0.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ®
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ® No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No ®
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer x Accelerated filer ® Non-accelerated filer ® Smaller reporting company ®
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ® No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average
bid and asked price ($33.86) of such common equity on the New York Stock Exchange-Composite Transaction Listing on June 27, 2008 (the last
business day of the registrant’s most recently completed second fiscal quarter) was $2,066,997,041.
As of February 19, 2009, 62,559,434 shares of the Common Stock, $0.01 par value, of the Registrant were outstanding.
Documents Incorporated by Reference:

Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held May 13, 2009 are incorporated by reference
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into Part III of this Report.
Table of Contents
Table of Contents
Page
Item
Part I
Item 1 Business 3
Item 1A Risk Factors 9
Item 1B Unresolved Staff Comments 11
Item 2 Properties 11
Item 3 Legal Proceedings 11
Item 4 Submission of Matters to a Vote of Security Holders 12
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13
Item 5a Performance Graph 13
Item 5c Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 14
Item 6 Selected Financial Data 15
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item 7A Quantitative and Qualitative Disclosures About Market Risk 43
Item 8 Financial Statements and Supplementary Data 47
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 91
Item 9A Controls and Procedures 91
Item 9B Other Information 91
Part III
Item 10 Directors, Executive Officers and Corporate Governance 92
Item 11 Executive Compensation 92
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 92
Item 13 Certain Relationships and Related Transactions, and Director Independence 92
Item 14 Principal Accounting Fees and Services 93
Part IV
Item 15 Exhibits, Financial Statement Schedules 94
15 (a)(1) List of Financial Statements 94
15 (a)(2) List of Financial Statement Schedule 94
15 (a)(3) List of Exhibits 94
Signatures 97
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PART I
Item 1. Business
(a) General Development of Business
Tupperware Brands Corporation (“Registrant”, “Tupperware Brands” or the “Company”), is a global direct seller of premium, innovative
products across multiple brands and categories through an independent sales force of 2.3 million. Product brands and categories include
design-centric preparation, storage and serving solutions for the kitchen and home through the Tupperware® brand and beauty and personal
care products through its Armand Dupree®, Avroy Shlain®, BeautiControl®, Fuller® , NaturCare®, Nutrimetics®, Nuvo® and Swissgarde®
brands. The Registrant is a Delaware corporation that was organized on February 8, 1996 in connection with the corporate reorganization of
Premark International, Inc. (“Premark”). In the reorganization, certain businesses of the Registrant and certain other assets and liabilities of
Premark and its subsidiaries were transferred to the Registrant. On May 31, 1996, the Registrant became a publicly held company through the
pro rata distribution by Premark to its shareholders of all of the then outstanding shares of common stock of the Registrant. Prior to
December 5, 2005, the Registrant’s name was Tupperware Corporation. On October 18, 2000, the Registrant acquired 100 percent of the stock
of BeautiControl, Inc. (“BeautiControl”) and on December 5, 2005, the Registrant acquired the direct selling businesses of Sara Lee
Corporation (the “Acquisition” or the “Acquired Units”). The Acquisition was made to advance the strategy, begun with the acquisition of
BeautiControl in 2000, of adding consumable items to the product category mix by expanding into beauty and personal care products.
(b) New York Stock Exchange—Required Disclosures

General. The address of the Registrant’s principal office is 14901 South Orange Blossom Trail, Orlando, Florida 32837. The names of the
Registrant’s directors are Catherine A. Bertini, Rita Bornstein Ph.D, Kriss Cloninger, III, E.V. Goings, Clifford J. Grum, Joe R. Lee, Bob Marbut,
Angel R. Martinez, Robert J. Murray, David R. Parker, Joyce M. Roché, J. Patrick Spainhour and M. Anne Szostak. Members of the Audit,
Finance and Corporate Responsibility Committee of the Board of Directors are Ms. Bertini, Dr. Bornstein and Messrs. Cloninger (Chair), Grum,
Martinez and Murray. The members of the Compensation and Management Development Committee of the Board of Directors are Ms. Roché
(Chair), Ms. Szostak, and Messrs. Lee, Marbut, Parker and Spainhour. The members of the Nominating and Governance Committee of the
Board of Directors are Ms. Roché, Ms. Szostak, and Messrs. Parker (Chair), Cloninger, Grum and Murray. The members of the Executive
Committee of the Board of Directors are Ms. Roché and Messrs. Goings (Chair), Cloninger, Grum and Parker. The Chairman and Chief
Executive Officer is E.V. Goings and the Presiding Director is David R. Parker. The Registrant’s officers and the number of its employees are set
forth below in Part I of this Report. The name and address of the Registrant’s transfer agent and registrar is Wells Fargo Bank, N.A., c/o Wells
Fargo Shareowner Services, 161 North Concord Exchange, South St. Paul, MN 55075. The number of the Registrant’s shareholders is set forth
below in Part II, Item 5 of this Report. The Registrant is satisfying its annual distribution requirement to shareholders under the New York
Stock Exchange (“NYSE”) rules by the distribution of its Annual Report on Form 10-K as filed with the United States Securities and Exchange
Commission (“SEC”) in lieu of a separate annual report.
Corporate Governance. Investors can obtain access to periodic reports and corporate governance documents, including board
committee charters, corporate governance principles and codes of conduct and ethics for financial executives, and information regarding the
Registrant’s transfer agent and registrar through the Registrant’s website free of charge (as soon as reasonably practicable after reports are
filed with the SEC in the case of periodic reports) by going to www.tupperwarebrands.com and searching under Investor Relations / SEC
Filings and Governance Documents. Such information, which is provided for convenience but is not incorporated by reference into this
Report, is available in print to any shareholder who requests it in writing from the Corporate Secretary’s Department, Tupperware Brands
Corporation, P.O. Box 2353, Orlando, Florida 32802-2353. The Chief Executive Officer of the Registrant has certified to the NYSE that he is not
aware of any violation by the Registrant of NYSE corporate governance listing standards. The Registrant’s Chief Executive
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Officer and Chief Financial Officer have filed with the SEC their respective certifications in Exhibits 31.1, 31.2, 32.1 and 32.2 of this Report in
response to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
BUSINESS OF TUPPERWARE BRANDS CORPORATION

The Registrant is a worldwide direct selling consumer products company engaged in the manufacture and sale of Tupperware® products
and cosmetics and personal care products under a variety of trade names, including Armand Dupree®, Avroy Shlain®, BeautiControl®, Fuller® ,
NaturCare®, Nutrimetics®, Nuvo® and Swissgarde®. Each business manufactures and/or markets a broad line of high quality products.
I. PRINCIPAL PRODUCTS
Tupperware. The core of Tupperware’s product line consists of design-centric preparation, storage and serving solutions for the kitchen
and home. Tupperware also has an established line of kitchen cookware and tools, children’s educational toys, microwave products and gifts.
The line of Tupperware products has expanded over the years with products such as Modular Mates*, FridgeSmart*, One Touch* canisters,
the Rock ‘N Serve* microwave line, OvenWorks* and silicon baking forms for microwave or oven use, Open House, Elegant and Outdoor
Dining serving lines, the Chef Series* knives and cookware, Flat Out*, Stuffables*, CheeseSmart* and BreadSmart* storage containers, and
Quick Chef* and Lil’ Chopper Prep Essentials*, Ultra Pro* ovenware plus many specialized products for the kitchen and home.
Tupperware continues to introduce new designs, colors and decoration in its product lines, to vary its product offerings by season and
to extend existing products into new markets around the world. The development of new products varies in different markets in order to
address differences in cultures, lifestyles, tastes and needs of the markets. New products introduced in 2008 included the TupperLiving* Tea
Experience and consumables, Ultra Pro* ovenware in larger capacities 3.5L & 2L, Condiserve Collection*, line extensions to the Bake 2 Basics*
baking preparation accessories, Premier Clear Collection*, Microwave Rice Maker, a complete line of ergonomic kitchen preparation tools and
a comprehensive line of children’s products under DreamWorks® Kung Fu Panda ® and Madagascar 2® trademarks. New product development
and introduction will continue to be an important part of Tupperware’s strategy.
Beauty. The Beauty businesses manufacture and distribute skin care products, cosmetics, bath and body care, toiletries, fragrances,
nutritional products, apparel and related products. New products introduced in 2008 in the Fuller businesses included Thalia Sodi and
Alegrissima*, women’s fragrance colognes. New products introduced in 2008 under the BeautiControl brand included Regeneration* Tight
Firm and Fill, Regeneration* Tight Firm and Fill Eye Firming Serum, Regeneration* Platinum Plus Face Serum and Eye Cream. In 2008, the
Company also introduced Armand Dupree*, with a product line similar to Fuller Mexico aimed at the Hispanic market in the United States.
Sales of products are made through or facilitated by independent sales persons called directors, consultants and representatives in the home,
workplace or other venues.
(Words followed by * are registered or unregistered trademarks of the Registrant.)
II. MARKETS
Tupperware. Tupperware’s business is operated on the basis of three geographic segments: Europe (Europe, Africa and the Middle
East), Asia Pacific and North America. Market penetration varies throughout the world. Several areas that have low penetration, such as Latin
America, Asia and Eastern and Central Europe, provide significant growth potential for Tupperware. Tupperware’s strategy continues to
include greater penetration in markets throughout the world.
Beauty. Beauty products and image services are provided to clients via independent sales forces in 23 markets throughout the world
with particularly high shares of the direct selling and/or beauty market in Mexico, South Africa, the Philippines, Australia and Uruguay.
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Tupperware Brands’ products are sold in almost 100 countries around the world under nine brands: Tupperware, Armand Dupree, Avroy
Shlain, BeautiControl, Fuller, NaturCare, Nutrimetics, Nuvo and Swissgarde. Businesses operating in emerging economies, those with GDP per
capita classified as “low” or “medium” by the World Bank, accounted for 50 percent of 2008 sales, while business operating in established
market economies accounted for the other 50 percent. For the past five fiscal years 76 to 86 percent of total revenues from the sale of
Tupperware Brands’ products have been in international markets.
III. DISTRIBUTION OF PRODUCTS

Tupperware. Tupperware’s products are distributed worldwide primarily through the “direct selling” channel under which products are
sold to consumers outside traditional retail store locations. The system facilitates the timely distribution of products to consumers, without
having to work through intermediaries, and establishes uniform practices regarding the use of Tupperware trademarks and administrative
arrangements, such as order entry, delivery and payment, along with the recruiting and training of dealers.
Tupperware products are primarily sold directly to distributors, directors, managers and dealers (“Sales Force”) throughout the world.
Where distributorships are granted, they have the right to market Tupperware products using parties and other non-retail methods and to
utilize the Tupperware trademark. The vast majority of the sales force is independent contractors and not employees of Tupperware. In certain
limited circumstances, Tupperware acquires ownership of distributorships for a period of time, until an independent distributor can be
installed, in order to maintain market presence.
In addition to the introduction of new products and development of new geographic markets, a key element of Tupperware’s strategy is
expanding its business by increasing the size of its sales force. Under the system, distributors and directors recruit, train, and motivate a large
number of dealers. Managers are developed from among the dealer group and promoted by distributors and directors to assist in recruiting,
training and motivating dealers, while continuing to sell products.
As of December 27, 2008, the Tupperware distribution system had approximately 1,800 distributors, 58,700 managers, and 1.2 million
dealers worldwide. During the year 15.5 million Tupperware parties took place worldwide.
Tupperware relies primarily on the “party” method of sales, which is designed to enable the purchaser to appreciate through
demonstration the features and benefits of Tupperware products. Tupperware parties are held in homes, offices, social clubs and other
locations. Tupperware products are also promoted through brochures mailed to persons invited to attend Tupperware parties and various
other types of demonstrations. Sales of Tupperware products are supported by Tupperware through a program of sales promotions, sales and
training aids and motivational conferences for the sales force. In addition, to support its sales force, Tupperware utilizes catalogs, television
and magazine advertising, which help to increase its sales levels with hard-to-reach customers and generate sales force leads for parties and
new dealers.
In 2008, Tupperware continued to operate around the world its integrated direct access strategies to enhance its core party plan business
and to allow consumers to obtain Tupperware products other than by attending a Tupperware party. These strategies include retail access
points, Internet selling (which includes the option of personal websites for the United States sales force), and television shopping. In addition,
Tupperware enters into business-to-business transactions, in which it sells products to a partner company for sale to consumers through the
partner’s distribution channel, with a link back to the party plan business to generate additional Tupperware parties.
Beauty. Beauty products are sold primarily through consultants and directors who are primarily independent contractors. Of the larger
beauty businesses operated by the Company, BeautiControl North America and Nutrimetics Australia operate under the party plan, one-to-
many selling system. In order to provide immediate
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product delivery, the sales force in these businesses may maintain a small inventory of products. The other large beauty businesses operate
primarily through one-on-one sales interactions with product shipments made by the Company after end consumers have ordered product.
BeautiControl consultants in the United States are encouraged to use company-developed and -sponsored personal internet web pages
called BeautiPage* in order to utilize multiple selling opportunities.
As of December 27, 2008, the sales force representing the Beauty businesses totaled 1.1 million, of which 620,000 were located in North
America.
IV. COMPETITION
Tupperware. There are two primary competitive factors which affect the Registrant’s business: (i) competition with other “direct sales”
companies for sales personnel and party dates; and (ii) competition in the markets for food storage, serving and preparation containers, toys
and gifts in general. Tupperware has differentiated itself from its competitors through product innovation and quality. Tupperware believes it
holds a significant market share in each of these markets in many countries.
Beauty. There are many competitors in the beauty and personal care market and the principal bases of competition generally are
marketing, price, quality and innovation of products, as well as competition with other “direct sales” companies for sales personnel and
demonstration dates. The beauty businesses work to differentiate themselves and their products from the industry in general through the use
of value-added services, technological sophistication, brand development, new product introductions and sales force training, motivation and
compensation arrangements.
V. EMPLOYEES
The Registrant employs approximately 14,740 people, of whom approximately 1,000 are based in the United States.
VI. RESEARCH AND DEVELOPMENT

The Registrant incurred $18.7 million, $17.6 million and $15.6 million for fiscal years ended 2008, 2007 and 2006, respectively, on research
and development activities for new products.
VII. RAW MATERIALS

Tupperware. Products manufactured by Tupperware require plastic resins that meet its specifications. These resins are purchased
through various arrangements with a number of large chemical companies located throughout Tupperware’s markets. As a result, Tupperware
has not experienced difficulties in obtaining adequate supplies and generally has been successful in obtaining favorable resin prices on a
relative basis. Research and development relating to resins used in Tupperware products are performed by both Tupperware and its suppliers.
Beauty. Materials used in the beauty businesses’ skin care, cosmetic and bath and body care products consist primarily of readily
available ingredients, containers and packaging materials. Such raw materials and components used in goods manufactured and assembled by
the beauty businesses and through outsource arrangements are available from a number of sources. To date, the beauty businesses have
been able to secure an adequate supply of raw materials for their products, and they endeavor to maintain relationships with backup suppliers
in an effort to ensure that no interruptions occur in their operations.
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VIII. TRADEMARKS AND PATENTS

Tupperware Brands considers its trademarks and patents to be of material importance to its business; however, except for the
Tupperware®, Fuller® and BeautiControl® trademarks, Tupperware Brands is not dependent upon any single patent or trademark, or group of
patents or trademarks. The Tupperware®, Fuller® and BeautiControl® trademarks are registered on a country-by-country basis. The current
duration for such registration ranges from five years to ten years; however, each such registration may be renewed an unlimited number of
times. The patents used in Tupperware Brands’ business are registered and maintained on a worldwide basis, with a variety of durations.
Tupperware Brands has followed the practice of applying for design and utility patents with respect to most of its significant patentable
developments. The Company has a patent on the formula for its “REGENERATION”® alpha-hydroxy acid-based products.
IX. ENVIRONMENTAL LAWS

Compliance with federal, state and local environmental protection laws has not had in the past, and is not expected to have in the future,
a material effect upon the Registrant’s capital expenditures, liquidity, earnings or competitive position.
X. OTHER
Sales do not vary significantly on a quarterly basis; however, third quarter sales are generally lower than the other quarters in any year
due to vacations by dealers and their customers, as well as reduced promotional activities during this quarter. Sales generally increase in the
fourth quarter as it includes traditional gift-giving occasions in many markets and as children return to school and households refocus on
activities that include the use of Tupperware’s products along with increased promotional activities supporting these opportunities.
Generally, there are no working capital practices or backlog conditions which are material to an understanding of the Registrant’s
business, although the Company generally seeks to minimize its net working capital position at the end of each fiscal year. The Registrant’s
business is not dependent on a small number of customers, nor is any of its business subject to renegotiation of profits or termination of
contracts or subcontracts at the election of the United States government.
XI. EXECUTIVE OFFICERS OF THE REGISTRANT

Following is a list of the names and ages of all the Executive Officers of the Registrant, indicating all positions and offices held by each
such person with the Registrant, and each such person’s principal occupations or employment during the past five years. Each such person
has been elected to serve until the next annual election of officers of the Registrant (expected to occur on May 13, 2009).
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Positions and Offices Held and Principal Occupations

of Employment During Past Five Years
Nam e an d Age O ffice an d Expe rie n ce
Carl Benkovich, age 52 Vice President, Strategy & Business Development since January 2009 after serving as Chief
Financial Officer of the Beauty group since May 2007. Prior thereto, he served as Vice
President, Internal Audit since October 2005, after serving as Chief Financial Officer of
Tupperware North America since August 2000.
Teresa C. Burchfield, age 46 Vice President, Investor Relations since August 2007 after serving as Vice President and
Chief Financial Officer of BeautiControl since 2006. She served as Vice President and
Controller of BeautiControl since 2004 and prior thereto as Director, Accounting and
Finance.
Edward R. Davis III, age 46 Vice President and Treasurer since May 2004, after serving as Treasurer since May 2002.
R. Glenn Drake, age 56 Group President, Europe, Africa and the Middle East since August 2006, after serving as
Group President, North America, Europe, Africa and the Middle East since January 2002.
Lillian D. Garcia, age 53 Executive Vice President and Chief Human Resources Officer since August 2005, after
serving as Senior Vice President, Human Resources since December 1999.
V. Jane Garrard, age 46 Vice President, Internal Audit since May 2007 after serving as Vice President, Investor
Relations since April 2002.
E.V. Goings, age 63 Chairman and Chief Executive Officer since October 1997. Mr. Goings serves as a director of
R.R. Donnelley & Son Co.
Josef Hajek, age 51 Senior Vice President, Tax and Governmental Affairs since February 2006, after serving as
Vice President, Tax since September 2001.
David T. Halversen, age 64 Group President, Tupperware North America and Beauty since January 2009, after serving as
Group President, Asia Pacific and North America since August 2006, as Group President,
Tupperware Asia Pacific, Mexico and BeautiControl since January 2005, and as Group
President, Latin America and BeautiControl since March 2003.
Simon C. Hemus, age 59 President and Chief Operating Officer since January 2007, after serving as Group President,
International Beauty since December 2005. Prior thereto he served as Group President and
Chief Executive Officer of the direct selling division of Sara Lee Corporation since 1993.
Rashit Ismail, age 47 Senior Vice President, Global Product Marketing since May 2008, after serving as Vice
President, Global Product Marketing since April 2007. Prior thereto, he served in various
marketing positions in Tupperware Europe, Africa and the Middle East.
Michael S. Poteshman, age 45 Executive Vice President and Chief Financial Officer since August 2004 after serving as
Senior Vice President and Chief Financial Officer since November 2003.
Nicholas K. Poucher, age 47 Vice President and Controller since August 2007 after serving as Vice President and Chief
Financial Officer of Tupperware Europe, Africa and the Middle East since November 2003.
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Nam e an d Age O ffice an d Expe rie n ce
Thomas M. Roehlk, age 58 Executive Vice President, Chief Legal Officer & Secretary since August 2005 after serving as
Senior Vice President, General Counsel and Secretary since December 1995.
Christian E. Skroeder, age 60 Group President, Asia Pacific since January 2009, after serving as Senior Vice President,
Worldwide Market Development since April 2001.
José R. Timmerman, age 60 Senior Vice President, Worldwide Operations since August 1997.
Robert F. Wagner, age 48 Vice President and Chief Technology Officer since August 2002.
Item 1A. Risk Factors

The risks and uncertainties described below are not the only ones facing the Company. Other events that the Company does not
currently anticipate or that the Company currently deems immaterial also may affect results of operations and financial condition.
Sales Force Factors

The Company’s products are marketed and sold through the direct selling method of distribution, in which products are primarily
marketed and sold by a sales force made up of independent contractors to consumers without the use of retail establishments. This
distribution system depends upon the successful recruitment, retention and motivation of a large force of sales personnel to grow and
compensate for a high turnover rate. The recruitment and retention of sales force members is dependent upon the competitive environment
among direct sellers and upon the general labor market, unemployment levels, general economic conditions, and demographic and cultural
changes in the workforce. The motivation of the sales force is dependent in part upon the effectiveness of compensation and promotional
programs of the Company, the competitiveness of the same compared with other direct selling companies, the introduction of new products,
and the ability to advance through the sales force structure.
The Company’s sales are directly tied to the activity levels of its sales force, which in large part is a temporary working activity for sales
force members. Activity levels may be affected by the degree to which a market is penetrated by the presence of the Company’s sales force,
the amount of average sales per party, the amount of sales per sales force member and the mix of high-margin and low-margin products sold at
parties and elsewhere, and the activities and actions of the Company’s product line and channel competitors. In addition, the Company’s sales
force members may be affected by initiatives undertaken by the Company to grow the revenue base of the Company and the inaccurate
perception that the independent sales force system is at risk of being phased out.
International Operations
A significant portion of the Company’s sales and profit comes from its international operations. Although these operations are
geographically dispersed, which partially mitigates the risks associated with operating in particular countries, the Company is subject to the
usual risks associated with international operations. These risks include local political and economic environments, and relations between
foreign and U.S. governments.
The Company derives over 80 percent of its net sales from operations outside the United States. Because of this, movement in exchange
rates may have a significant impact on the Company’s earnings, cash flows and financial position. The Company’s most significant exposures
are to the euro and the Mexican peso, however the Company also has foreign exchange exposure in the South American, Asian, Australian,
Russian and South African currencies, among others. Although this currency risk is partially mitigated by the natural hedge arising from the
Company’s local product sourcing in many markets, a strengthening U.S. dollar generally has a negative
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impact on the Company. In response to this fact, the Company continues to implement foreign currency hedging and risk management
strategies to reduce the exposure to fluctuations in earnings associated with changes in foreign exchange rates. Some of the hedging
strategies implemented have a positive or negative impact on cash flows as foreign currencies fluctuate versus the U.S. dollar. There can be no
assurance that foreign currency fluctuations will not have a material adverse impact on the Company’s results of operations, cash flows and/or
financial condition.
Another risk associated with the Company’s international operations is restrictions foreign governments may impose on currency
remittances. Due to the possibility of government restrictions on transfers of cash out of the country and control of exchange rates, the
Company may not be able to immediately repatriate its cash at the exchange rate used to translate its financial statements. If the Company is
unable to repatriate its cash at the official exchange rate or if the official exchange rate devalues, it may have a material adverse impact on the
results of operations, cash flows and/or financial condition.
The Company’s major markets for its products are Australia, China, France, Germany, Japan, Mexico, the Philippines, Russia, South
Africa, the United States and Venezuela. A significant downturn in the Company’s business in these markets could adversely impact the
Company’s ability to generate profit and/or operating cash flows.
Legal and Regulatory Issues

The U.S. Federal Trade Commission has proposed business opportunity regulations which may have a negative effect upon the
Company’s method of operating in the United States, mainly by inhibiting the Company’s ability to attract and recruit sales force members,
which is the Company’s primary means of distributing its product. In March 2008, the Federal Trade Commission issued a revised version of
the proposed business opportunity regulations that are meant to exempt multi-level marketing businesses, such as Tupperware and
BeautiControl, from the application of these regulations. It is currently unknown when final regulations may be provided and whether, in their
final form, they will impact the Company’s operations. In the event final regulations were issued without an exemption for multi-level marketing
businesses, the Company’s ability to attract and recruit sales force members could be impaired by two separate factors. First, if a seven-day
cooling period was required before a new sales force member could begin to engage in sales, the delay could be a disincentive to the recruit
from initial efforts to become an active seller, and the recruit might discontinue all efforts to participate. Second, if the regulations required the
collection and disclosure of personal information regarding past or present sales force members, the Company’s efforts to recruit sales force
members could be impaired by its inability either to obtain the information to disclose or to obtain the consent of the individual sales force
members to disclose such information.
The Company’s business may also be affected by other actions of governments to restrict the activities of direct selling companies for
various reasons, including the limitation on the ability of direct selling companies to operate through direct sales without the involvement of a
traditional retail channel. Foreign governments may also seek to require that non-domestic companies doing or seeking to do business place a
certain percentage of ownership of legal entities in the hands of local nationals to protect the commercial interests of its citizens. Customs
laws, tariffs, import duties, export quotas and restrictions on repatriation of foreign earnings may negatively affect the Company’s international
operations. Governments may seek either to impose taxes on independent sales force members or to classify independent sales force members
as employees of direct selling companies with whom they may be associated, triggering employment-related taxes on the part of the direct
selling companies. The U.S. government may impose restrictions on the Company’s ability to engage in business in a foreign country in
connection with the foreign policy of the United States.
Product Safety
The materials used in the Company’s product lines may give rise to concerns of consumers based upon scientific theories which are
espoused from time to time, including the risk of certain materials leaching out of
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plastic containers used for their intended purposes or the ingredients used in cosmetics, personal care or nutritional products causing harm to
human health. It is the Company’s policy to use only those materials or ingredients that are approved by relevant regulatory authorities for
contact with food or skin or for ingestion by consumers, as applicable.
General Business Factors

The Company’s business can be affected by a wide range of factors that affect other businesses. Weather, natural disasters, strikes and
political instability may have a significant impact on the willingness or ability of consumers to attend parties or otherwise purchase the
Company’s products. The supply and cost of raw materials, particularly petroleum and natural gas-based resins, may have an impact on the
availability or profitability of the Company’s plastic products. The Company is also subject to frequent counterfeiting and intellectual property
infringement, which may be difficult to police and prevent, dependent upon the existence and enforceability of laws affording protection to
Company property. Other risks, as discussed under the sub-heading “Forward-Looking Statements” contained in Part II, Item 7A of this
Report, may be relevant to performance as well.
Item 1B. Unresolved Staff Comments

None.
Item 2. Properties
The principal executive office of the Registrant is owned by the Registrant and is located in Orlando, Florida. The Registrant owns and
maintains manufacturing plants in Brazil, France, Greece, Japan, Korea, Mexico, New Zealand, Portugal, South Africa and the United States,
and leases manufacturing and distribution facilities in Belgium, China, India, and Venezuela. The Registrant owns and maintains the
BeautiControl headquarters in Texas and leases its manufacturing and distribution facilities in Texas. The Registrant conducts a continuing
program of new product design and development at its facility in Florida, Texas, Japan, Mexico, New Zealand and Belgium. None of the owned
principal properties is subject to any encumbrance material to the consolidated operations of the Company. The Registrant considers the
condition and extent of utilization of its plants, warehouses and other properties to be good, the capacity of its plants and warehouses
generally to be adequate for its needs, and the nature of the properties to be suitable for its needs.
In addition to the above-described improved properties, the Registrant owns unimproved real estate surrounding its corporate
headquarters in Orlando, Florida. The Registrant prepared certain portions of this real estate for a variety of development purposes and in 2002
began selling parts of this property. To date, approximately 200 acres have been sold and about 300 acres remain to be sold in connection with
this project, which is expected to continue for a number of years.
Item 3. Legal Proceedings

A number of ordinary-course legal and administrative proceedings against the Registrant or its subsidiaries are pending. In addition to
such proceedings, there are certain proceedings that involve the discharge of materials into or otherwise relating to the protection of the
environment. Certain of such proceedings involve federal environmental laws such as the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as well as state and local laws. The Registrant has established reserves with respect to certain of such
proceedings. Because of the involvement of other parties and the uncertainty of potential environmental impacts, the eventual outcomes of
such actions and the cost and timing of expenditures cannot be determined with certainty. It is not expected that the outcome of such
proceedings, either individually or in the aggregate, will have a material adverse effect upon the Registrant.
As part of the 1986 reorganization involving the formation of Premark, Premark was spun-off by Dart & Kraft, Inc., and Kraft Foods, Inc.
assumed any liabilities arising out of any legal proceedings in connection with
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certain divested or discontinued former businesses of Dart Industries Inc., a subsidiary of the Registrant, including matters alleging product
and environmental liability. The assumption of liabilities by Kraft Foods, Inc. remains effective subsequent to the distribution of the equity of
the Registrant to Premark shareholders in 1996.
As part of the 2005 Acquisition, Sara Lee Corporation indemnified the Registrant for any liabilities arising out of any existing litigation at
the time of the Acquisition and for certain legal matters arising out of circumstances that might relate to periods before or after the date of the
Acquisition.
Item 4. Submission of Matters to a Vote of Security Holders

None.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Registrant has not sold any securities in 2006 through 2008 that were not registered under the Securities Act of 1933. As of
February 19, 2009, the Registrant had 54,269 shareholders of record and beneficial holders. The principal United States market on which the
Registrant’s common stock is being traded is the New York Stock Exchange. The stock price and dividend information set forth in Note 18 to
the Consolidated Financial Statements, entitled “Quarterly Financial Summary (Unaudited),” is included in Item 8 of Part II of this Report and is
incorporated by reference into this Item 5.
Item 5a. Performance Graph

The following performance graph compares the performance of the Company’s common stock to the Standard & Poor’s 400 Mid-Cap
Stock Index and the Standard & Poor’s 400 Mid-Cap Consumer Discretionary Index. The graph assumes that the value of the investment in the
Company’s common stock and each index was $100 at December 27, 2003 and that all dividends were reinvested. The Company is included in
both indices.
LOGO
S &P S &P 400

Tu ppe rware 400 Mid-C ap
Me asu re m e n t Pe riod Bran ds Mid- C on su m e r
(Fiscal Ye ar En de d) C orporation C ap Discre tion ary In de x
12/27/2003 100.00 100.00 100.00
12/25/2004 125.52 116.33 118.13
12/31/2005 144.42 131.95 123.50
12/30/2006 152.44 145.57 127.47
12/29/2007 229.83 158.09 115.51
12/27/2008 148.77 95.83 66.80
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Item 5c. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
The following information relates to the repurchase of the Registrant’s equity securities by the Registrant during each month of the
fourth quarter of the Registrant’s fiscal year covered by this report:
Maxim u m
Nu m be r (or
Total Num be r of Approxim ate
S h are s Dollar Valu e ) of
Purchase d as S h are s that
Part of Pu blicly May ye t be
Total Num be r of An n ou n ce d Purchase d
S h are s Ave rage Price Plan s or Un de r the Plans
Purchase d Paid Pe r S h are Program s (c) or Program s (c)
9/28/08—11/1/08 23,061(a) $ 21.42 — $ 85,685,510
11/2/08—11/29/08 175,710(b) 21.85 — 85,685,510
11/30/08—12/27/08 — — — 85,685,510
198,771 $ 21.80 — $ 85,685,510
(a) Represents common stock surrendered to the Company as settlement of $0.5 million in loans owed to the Company for the purchase of
the stock as contemplated under the Management Stock Purchase Plan.
(b) Represents shares surrendered to the Company to pay the exercise price in connection with exercises of employee stock options, which
are commonly referred to as stock swap exercises.
(c) On May 16, 2007, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $150
million of the Company’s common shares over the next five years. The intention was to use the proceeds from stock option exercises to
offset a portion of the dilution that would otherwise result. In October 2008, the Board of Directors also authorized the purchase of shares
under this program with cash generated by operations. During the fourth quarter of 2008 the Company did not repurchase any shares
under this authorization.
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Item 6. Selected Financial Data

The following table contains the Company’s selected historical financial information for the last five years. The selected financial
information below has been derived from the Company’s audited consolidated financial statements which, for data presented for fiscal years
2008 and 2007 and for some data presented for 2006, are included as Item 8 of this Report. This data should be read in conjunction with the
Company’s other financial information, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations
(MD&A)” and the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included as Items 7 and 8,
respectively, in this Report.
(Dollars in millions, except per share amounts) 2008 2007 2006 2005 2004
Operating results
Net sales :
Tupperware:
Europe (a) $ 769.6 $ 688.2 $ 615.9 $ 602.5 $ 597.0
Asia Pacific (a) 336.1 292.4 239.7 204.5 194.8
North America 303.3 289.8 255.5 253.6 278.7
Beauty:
North America (a) 460.7 461.5 423.1 167.4 118.1
Beauty Other (a) 292.1 249.5 209.5 51.3 35.7
Total net sales $2,161.8 $1,981.4 $1,743.7 $1,279.3 $1,224.3
Segment profit (loss):
Tupperware:
Europe (a),(b) $ 123.8 $ 111.0 $ 94.4 $ 116.2 $ 133.4
Asia Pacific (a),(b) 64.7 52.0 33.8 20.2 20.8
North America (b) 27.7 21.3 8.7 0.5 (22.3)
Beauty:
North America (a) 60.5 66.3 58.1 16.7 8.0
Beauty Other (a),(b) (5.0) (7.6) (12.7) (1.8) 1.7
Unallocated expenses (c) (39.8) (43.9) (36.4) (28.3) (32.7)
Gain on disposal of assets including insurance recoveries, net (c),(d) 24.9 11.8 12.5 4.0 13.1
Re-engineering and impairment charges (b) (9.0) (9.0) (7.6) (16.7) (7.0)
Impairment of goodwill and intangible assets (e) (9.0) (11.3) — — —
Interest expense, net (f),(g) (36.9) (49.2) (47.0) (45.1) (13.0)
Income before income taxes 201.9 141.4 103.8 65.7 102.0
Provision for (benefit from) income taxes 40.5 24.5 9.6 (20.5) 15.1
Net income before accounting change $ 161.4 $ 116.9 $ 94.2 $ 86.2 $ 86.9
Cumulative effect of accounting change, net of tax (h) — — — (0.8) —
Net Income $ 161.4 $ 116.9 $ 94.2 $ 85.4 $ 86.9
Basic earnings per common share before accounting change $ 2.62 $ 1.92 $ 1.57 $ 1.45 $ 1.49
Cumulative effect of accounting change (h) — — — (0.01) —
$ 2.62 $ 1.92 $ 1.57 $ 1.44 $ 1.49
Diluted earnings per common share before accounting change $ 2.56 $ 1.87 $ 1.54 $ 1.42 $ 1.48
Cumulative effect of accounting change (h) — — — (0.01) —
$ 2.56 $ 1.87 $ 1.54 $ 1.41 $ 1.48
See footnotes beginning on the following page.
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Selected Financial Data (continued)
(Dollars in millions, except per share amounts) 2008 2007 2006 2005 2004
Profitability ratios
Segment profit as a percent of sales:
Tupperware:
Europe (a),(b) 16% 16% 15% 19% 22%
Asia Pacific (a),(b) 19 18 14 10 11
North America (b) 9 7 3 — na
Beauty:
North America (a) 13 14 14 10 7
Beauty Other (a),(b) na na na na 5
Return on average equity (i) 29.3 24.6 25.5 26.7 34.6
Return on average invested capital (j) 15.8 12.8 11.4 17.1 16.6
Financial Condition
Cash and cash equivalents $ 124.8 $ 102.7 $ 102.2 $ 181.5 $ 90.9
Working capital 252.3 249.2 227.3 218.0 173.9
Property, plant and equipment, net 245.4 266.0 256.6 254.5 216.0
Total assets 1,815.6 1,868.7 1,712.1 1,734.1 976.3
Short-term borrowings and current portion of long-term
obligations 3.8 3.5 0.9 1.1 2.6
Long-term obligations 567.4 589.8 680.5 750.5 246.5
Shareholders’ equity 474.0 522.7 400.5 335.5 290.9
Current ratio 1.56 1.55 1.63 1.48 1.60
Long-term obligations-to-equity 119.7% 112.8% 170.0% 223.7% 84.7%
Total debt obligations-to-capital (k) 54.6% 53.2% 63.0% 69.1% 46.1%
Other Data
Net cash provided by operating activities (g) $ 131.0 $ 177.4 $ 172.8 $ 140.2 $ 121.4
Net cash used in investing activities (39.1) (25.0) (131.5) (511.4) (27.0)
Net cash provided by (used in) financing activities (g) (66.5) (155.6) (122.5) 459.5 (50.1)
Capital expenditures 54.4 50.3 52.1 52.0 43.6
Depreciation and amortization 60.6 63.5 72.9 50.8 50.8
Common Stock Data
Dividends declared per share $ 0.88 $ 0.88 $ 0.88 $ 0.88 $ 0.88
Dividend payout ratio (l) 34.4% 47.1% 57.1% 62.4% 59.5%
Average common shares outstanding (thousands):
Basic 61,559 60,904 60,140 59,424 58,432
Diluted 63,099 62,614 61,171 60,617 58,848
Year-end book value per share (m) $ 7.51 $ 8.35 $ 6.55 $ 5.53 $ 4.94
Year-end price/earnings ratio (n) 8.1 17.7 14.7 13.7 13.7
Year-end market/book ratio (o) 2.8 4.0 3.4 3.5 4.1
a. In December 2005, the Company purchased Sara Lee Corporation’s direct selling businesses, and the results of these operations have
been included since the date of acquisition.
b. The re-engineering and impairment charges line provides for severance and other exit costs as further discussed in Note 2 to the
Consolidated Financial Statements. In addition to these costs, the Company has incurred various costs associated with its re-engineering
activities that are not defined as exit costs under SFAS No. 146, Accounting for Costs Associated with Exit and Disposal Activities.
These costs are included in the results of the applicable segment in which they were incurred or as part of unallocated expenses.
In 2008, the Company reached a decision to begin selling beauty products in Brazil through the Tupperware sales force and cease
operating the beauty business in Brazil. As a result of this decision, the Company
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recorded a $2.9 million charge relating to the write off inventory, prepaid assets and accounts receivables. This amount is included in the
Beauty Other results. In January 2005, the Company reached a decision to restructure its manufacturing facility in Hemingway, South
Carolina. As a result, in 2005, $0.9 million, $0.5 million and $0.6 million was recorded in Europe, Asia Pacific and North America,
respectively, for pretax costs incurred to relocate equipment from Hemingway to production facilities in those regions. Due to the
capacity shift, the Company also recorded a $5.6 million reduction of its reserve for United States-produced inventory that is accounted
for under the last-in first-out (LIFO) method as that inventory was sold, and $1.2 million in the United States for the cost of equipment
relocation. Both of these items are included in the Tupperware North America results for 2005.
c. In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During 2008, 2007, 2006, 2005, and
2004, pretax gains from these sales were $2.2 million, $5.6 million, $9.3 million, $4.0 million, and $11.6 million , respectively, and were
included in gains on disposal of assets including insurance recoveries, net. Certain members of management, including executive officers,
received incentive compensation totaling $0.2 million, $0.1 million and $0.3 million in 2006, 2005 and 2004, respectively, based upon
completion of performance goals related to real estate development. These costs were recorded in unallocated expenses. Effective
December 30, 2006, this incentive compensation program was terminated.
d. Included in Disposal of assets including insurance recoveries, net are:
• A pretax gain of $22.2 million in 2008, as a result of insurance recoveries from the 2007 fire in South Carolina;
• Pretax gains of $1.1 million in 2008, as a result of insurance recoveries from flood damage in France and Indonesia;
• A pretax loss of $0.6 million in 2008, as a result of asset disposals in the Philippines;
• Pretax gains of $2.1 million and $1.6 million in 2007, from the sale of excess land in Australia and the Company’s former Philippines
manufacturing facility, respectively;
• Pretax gains of $4.4 million in 2006 and $1.5 million in 2004, as a result of insurance recoveries from hurricane damage suffered in
2004 at the Company’s headquarters location in Orlando, Florida; and
• A pretax loss of $1.2 million in 2006 as a result of a fire at the former manufacturing facility in Halls, Tennessee, and a pretax gain of
$2.5 million in 2007, upon the settlement of the related insurance claim.
e. Reviews of the value of the intangible assets of the Acquired Units resulted in the conclusion that the Nutrimetics and NaturCare
tradenames were impaired, as was the goodwill associated with the Nutrimetics reporting unit. This resulted in non-cash charges of $9.0
million in 2008 and $11.3 million in 2007. See Note 6 to the Consolidated Financial Statements.
f. In 2007, the Company entered into a new credit agreement replacing its existing credit facility, which resulted in a non-cash write-off of
deferred debt costs totaling $6.1 million. In connection with the termination of the previous credit facility, the Company also terminated
certain floating-to-fixed interest rate swaps resulting in a $3.5 million termination payment also included in interest expense in 2007.
g. In 2005, interest expense includes $28.6 million in expense related to settling the Company’s $100 million 2006 notes and $150 million 2011
notes as part of its refinancing in conjunction with the Acquisition. Of the cash outflow associated with these transactions, $27.4 million
was included in the Company’s Form 10-K for fiscal 2005 as an outflow within the net cash used in financing activities section of the cash
flow statement. This amount was reclassified to net cash provided by operating activities for the 2005 Consolidated Statement of Cash
flows.
h. In 2005, the Company adopted the provisions of FASB Interpretation No. 47, Accounting for Conditional Asset Retirement obligations,
an Interpretation of FASB Statement No. 143. As a result, it recognized a
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$0.8 million (net of income tax benefit) charge for the cumulative effect of an accounting change for conditional environmental liabilities at
facilities in the United States and Belgium.
i. Return on average equity is calculated by dividing net income by the average monthly balance of shareholders’ equity.
j. Return on invested capital is calculated by dividing net income plus net interest expense multiplied by one minus the estimated marginal
tax rate of 38 percent, divided by the average shareholders’ equity plus debt, for the last five quarters.
k. Capital is defined as total debt plus shareholders’ equity.
l. The dividend payout ratio is dividends declared per share divided by diluted earnings per share.
m. Year-end book value per share is calculated as year-end shareholders’ equity divided by average diluted shares.
n. Year-end price/earnings ratio is calculated as the year-end market price of the Company’s common stock divided by full year diluted
earnings per share.
o. Year-end market/book ratio is calculated as the year-end market price of the Company’s common stock divided by year-end book value
per share.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of the results of operations for 2008 compared with 2007 and 2007 compared with 2006, and changes in
financial condition during 2008. The Company’s fiscal year ends on the last Saturday of December and included 52 weeks during 2008, 2007
and 2006. This information should be read in conjunction with the consolidated financial information provided in Item 8 of this Annual Report.
The Company’s primary means of distributing its product is through independent sales organizations and individuals, which are also its
customers. The majority of the Company’s products are in turn sold to end customers who are not members of the Company’s sales forces.
The Company is largely dependent upon these independent sales organizations and individuals to reach end consumers and any significant
disruption of this distribution network would have a negative financial impact on the Company and its ability to generate sales, earnings and
operating cash flows. The Company’s primary business drivers are the size, activity and productivity of its independent sales organizations.
Estimates included herein are those of the Company’s management and are subject to the risks and uncertainties as described in the
Forward Looking Statements caption included in Item 7A.
Overview
(Dollars in the millions, except per share amounts)
Company results 2008 vs. 2007
C h an ge
52 W e e k s En de d e xcluding
the im pact Fore ign
De ce m be r 27, De ce m be r 29, of fore ign e xch an ge
2008 2007 C h an ge e xch an ge (a) im pact
Net sales $ 2,161.8 $ 1,981.4 9% 8% $ 28.1
Gross margin percentage 64.7% 64.9% (0.2) pp na na
Delivery, sales & administrative expense as a
percent of sales 53.7% 54.7% (1.0) pp na na
Operating income $ 243.6 $ 194.1 26% 29% $ (5.0)
Net income $ 161.4 $ 116.9 38% 43% $ (3.9)
Net income per diluted share $ 2.56 $ 1.87 37% 42% $ (0.06)
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Company results 2007 vs. 2006
C h an ge
52 W e e k s En de d e xcluding
the im pact Fore ign
De ce m be r 29, De ce m be r 30, of fore ign e xch an ge
2007 2006 C h an ge e xch an ge (b) im pact
Net sales $ 1,981.4 $ 1,743.7 14% 9% $ 77.4
Gross margin percentage 64.9% 64.7% 0.2 pp na na
Delivery, sales & administrative expense as a
percent of sales 54.7% 56.3% (1.6) pp na na
Operating income $ 194.1 $ 152.1 28% 17% $ 13.1
Net income $ 116.9 $ 94.2 24% 11% $ 11.5
Net income per diluted share $ 1.87 $ 1.54 21% 8% $ 0.19
a 2008 actual compared with 2007 translated at 2008 exchange rates.
b 2007 actual compared with 2006 translated at 2007 exchange rates.
na not applicable
pp percentage points
Sales
Local currency sales in 2008 grew 8 percent compared with 2007. Sales in the Company’s emerging markets accounted for the 2008 local
currency growth. These markets, those with a “low” or “medium” GDP per capita as reported by the World Bank, accounted for 50 percent and
47 percent of the Company sales in 2008 and 2007, respectively. Total sales in the emerging markets increased $152.4 million or 16 percent
between 2008 and 2007 and was negatively impacted by changes in foreign currency exchange rates totaling $10.1 million. Excluding the impact
of foreign currency on sales, the growth for these markets was 17 percent compared with 2007. The substantial increase in sales in the
Company’s emerging market businesses was led by Russia, Venezuela, Indonesia and China, both the Tupperware and Fuller business in
Mexico, Tupperware South Africa and Tupperware Brazil. Businesses in established market economies were up 3 percent in 2008 sales
compared with 2007, although sales were down 1 percent excluding the benefit of stronger foreign currencies on the comparison. The results in
the Company’s established markets reflected strong improvements in Tupperware Australia, New Zealand and France as well as a slight
improvement in the Tupperware United States and Canadian business, offset by declines in Tupperware Japan, Germany and BeautiControl.
The majority of 2008 sales growth occurred in the first three quarters of 2008, when local currency sales increased by 9 percent. As a
result of economic conditions, during the fourth quarter of 2008, local currency sales increased at a slower rate, by 3 percent compared with the
2007 fourth quarter. In the fourth quarter, the Tupperware segments had a modest increase in local currency sales, while the Beauty segments
were down slightly.
Local currency sales for 2007 increased 9 percent compared to 2006 with all segments contributing to the increase, led by a significant
increase in Asia Pacific, along with strong improvements in the Tupperware and Beauty North America segments. Nearly every market
contributed to the increase in sales in Asia Pacific, resulting primarily from volume from larger and more productive sales forces. The
significant increase in Tupperware North America was from all three units in the segment, including the United States business resulting from
a higher active sales force. Mexico had a strong increase in sales largely from the volume benefit of higher business-to-business sales. Beauty
North America’s sales increased 9 percent compared with 2006, due to a strong performance in Fuller Mexico and modest growth in
BeautiControl. Beauty Other also reported a strong improvement in sales for 2007, reflecting increases in the Company’s Central and South
American businesses, as well as businesses in the Philippines, offset by a decline in local currency sales in the Nutrimetics units. Sales in
Europe showed modest improvement during 2007 with a 4 percent local currency increase over 2006. This increase was due to the performance
from the emerging markets, led by Russia and South Africa, offset by a decline in Germany.
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Specific segment impacts are further discussed in the segment result section.
Gross Margin
Gross margin as a percentage of sales was 64.7 percent in 2008 and 64.9 percent in 2007. The slight decline was primarily the result of
higher freight costs driven by increased fuel costs and a higher provision for inventory obsolescence. In 2008, the Company experienced an
approximate $10 million increase in the costs of resin used in its manufacturing of Tupperware® products. This represents an 8 percent increase
in those material costs compared with 2007, which was offset by leverage from higher sales volume and manufacturing efficiencies.
Gross margin as a percentage of sales increased to 64.9 percent in 2007 compared with 64.7 percent in 2006. Margins in Europe and
Beauty Other increased slightly in 2007 compared with 2006, primarily due to a favorable mix of products. This was offset by a decrease in
margins in Beauty North America, reflecting a margin investment to clear inventory during the third and fourth quarters of 2007, as well as
promotional offers designed to reinvigorate the sales force. Margins in Asia Pacific and Tupperware North America stayed flat during 2007.
Operating Expenses
Delivery, sales and administrative expenses (DS&A) as a percentage of sales was 53.7 percent compared with 54.7 percent for 2007. The
decline in DS&A as a percentage of sales reflected less amortization expense related to definite-lived intangible assets of the Acquired Units.
These intangible assets are primarily the value of acquired independent sales forces. The amortization is recorded to reflect the estimated
turnover rates of the sales forces and was $9.0 million in 2008 compared with $13.6 million in 2007. In addition to the decrease in amortization
expense, the Company also had a decrease in the provision for doubtful accounts compared with 2007 and lower costs associated with an
incentive accrual that was remeasured at each reporting period based on the Company’s stock price. In the fourth quarter of 2008, the
Company modified this incentive plan to a stock based award and will no longer remeasure the award at each reporting period. These lower
costs were partially offset by an overall increase in promotional spending.
DS&A as a percentage of sales was 54.7 percent in 2007 compared with 56.3 percent in 2006. DS&A as a percentage of sales decreased in
2007 compared with 2006 reflecting less amortization expense related to the definite-lived intangible assets. Amortization expense was $13.6
million in 2007 compared with $23.7 million in 2006. Also contributing to the decrease in DS&A as a percentage of sales were improved cost
management and leverage from higher sales volume, offset by a higher provision for doubtful accounts and higher unallocated costs.
The Company allocates corporate operating expenses to its reporting segments based upon estimated time spent related to those
segments where a direct relationship is present and based upon segment revenue for general expenses. The unallocated expenses reflect
amounts unrelated to segment operations. Allocations are determined at the beginning of the year based upon estimated expenditures. Total
unallocated expenses for 2008 decreased $4.1 million compared with 2007 due to lower costs associated with the incentive accrual. Unallocated
expenses for 2007 increased $7.5 million compared with 2006 primarily due to an increase in incentive program accruals reflecting the
Company’s favorable financial results, increased equity compensation and costs related to the new office of the Chief Operating Officer.
As discussed in Note 1 to the Consolidated Financial Statements, the Company includes costs related to the distribution of its products
in DS&A expense. As a result, the Company’s gross margin may not be comparable with other companies that include these costs in cost of
products sold.
Included in 2008 net income were pretax charges of $9.0 million for re-engineering and impairment charges compared with $9.0 million in
2007 and $7.6 million in 2006. These charges are discussed in the re-engineering costs section following.
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During the second quarter of 2008, the financial results of the Nutrimetics and NaturCare businesses were below expectations and the
Company lowered its forecast of future sales and profit below that used to value these tradenames in the Company’s 2007 annual impairment
analysis. As a result of these factors, the Company performed interim impairment tests of these tradenames. The result of the tests was to
record a $6.5 million impairment to the Nutrimetics tradename and a $2.5 million impairment to the NaturCare tradename. In the third quarter of
2007, the Company completed the annual review of goodwill and indefinite-lived intangible assets of the Acquired Units. As a result of this
review, the Nutrimetics goodwill and tradename were deemed to be impaired, resulting in a non-cash impairment charge of $11.3 million. Refer
to Note 6 to the Consolidated Financial Statements for a discussion of the impairment of goodwill and intangible assets.
During 2008, the Company continued its program to sell land for development near its Orlando, Florida headquarters which began in
2002. A pretax gain of $2.2 million was recognized as a result of a transaction completed during 2008. This amount compared with pretax gains
of $5.6 million during 2007 and $9.3 million during 2006. Gains on land transactions are recorded based upon when the transactions close and
proceeds are collected. Transactions in one period may not be representative of what may occur in other periods. Since the Company began
this program in 2002, cumulative proceeds from these sales have totaled $66.9 million and currently are expected to be up to $125.0 million
when the program is completed. However, these sales have been impacted by the current credit crisis and as a result the program will likely
continue for a number of years. The Company’s credit agreement requires it to remit certain proceeds received for the disposition of excess
property to its lenders in repayment of the debt. The Company also has a contract to sell certain assets in Australia which is expected to close
in 2009 with expected proceeds of $4.6 million.
In 2008, operating results were positively impacted by $22.7 million of gains in connection with the disposal of assets including
insurance recoveries, net. The Company recorded $22.2 million of pre-tax gains from insurance recoveries on the South Carolina facility fire
that occurred in 2007. The remaining net gains were from smaller insurance recoveries, partially offset by costs related to disposing of an asset.
The 2007, operating results were positively impacted by the sale of excess land in Australia, resulting in a $2.1 million pretax gain and a
pretax gain of $1.6 million recognized from the sale of the Company’s Philippines manufacturing facility.
Additionally in 2006, the Company recorded a pretax loss of $1.2 million as a result of a fire at its former manufacturing facility in Halls,
Tennessee. The amount was recorded based on the Company’s best estimate as of December 30, 2006. In 2007 a pretax gain of $2.5 million was
recognized upon the settlement of the related insurance claim.
Re-engineering Costs
As the Company continuously evaluates its operating structure in light of current business conditions and strives to maintain the most
efficient possible structure, it periodically implements actions designed to reduce costs and improve operating efficiency. These actions may
result in re-engineering costs related to facility downsizing and closure as well as related asset write downs and other costs that may be
necessary in light of the revised operating landscape. In addition, the Company may recognize gains upon disposal of closed facilities or other
activities directly related to its re-engineering efforts. Over the past three years, the Company has incurred such costs as detailed below that
were included in the following income statement captions (in millions):
2008 2007 2006

Re-engineering and impairment charges $ 9.0 $ 9.0 $ 7.6
Delivery, sales and administrative expense 1.1 — —
Cost of products sold 1.8 — —
Total pretax re-engineering costs $11.9 $ 9.0 $ 7.6
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In 2008, the Company recorded $7.1 million in severance cost related to headcount reductions primarily in Germany, BeautiControl and
France. The Company incurred re-engineering costs of $0.8 million for moving the Company’s BeautiControl North America and Belgian
manufacturing facilities to new locations. The Company also recorded costs of $0.9 million for impairment charges for obsolete software in the
South Africa beauty business, as well as various machinery and equipment in other manufacturing units. In 2008, the Company reached a
decision to begin selling beauty products in Brazil through the Tupperware sales force and cease operating the beauty business in Brazil. As a
result of this decision, the Company recorded a $3.1 million charge relating to the write off of inventory, prepaid assets, accounts receivables
and property, plant and equipment.
In 2007, the Company recorded $3.4 million in severance cost related to headcount reductions totaling 80 positions in Australia, France,
Japan, Mexico, the Netherlands, the Philippines, Switzerland, Thailand and Uruguay. The majority of the severance costs were from the
consolidation of certain operations in Australia, France, Japan and the Netherlands. In 2007, $1.2 million in re-engineering charges were also
recorded associated with moving the Company’s BeautiControl North America manufacturing facility in Texas into a new facility located
nearby. The purpose of the move was to provide a more efficient manufacturing layout, as well as capacity for continued growth to ultimately
allow the consolidation with distribution. Lease and related costs, which were still due on the former BeautiControl manufacturing facility were
also included in the re-engineering charge. In 2007, the Company also incurred re-engineering costs of $0.8 million in relocating its Belgian
manufacturing operation to a newly built facility and recorded $3.6 million in impairment charges related to assets primarily in its South
Carolina, BeautiControl and Japanese manufacturing and distribution operations.
In 2006, re-engineering and impairment charges of $7.6 million included $7.5 million primarily related to severance costs incurred to reduce
headcount in the Company’s Canada, Belgium, Philippines, Australia and Europe operations. The remaining $0.1 million was to write down the
value of certain assets of the Company’s former Philippines manufacturing facility.
For further details of the re-engineering actions, refer to Note 2 to the Consolidated Financial Statements.
Net Interest Expense

The Company incurred $36.9 million of net interest expense in 2008 compared with $49.2 million in 2007. In September 2007, the Company
entered into an $800 million five-year senior secured credit agreement consisting of a $200 million revolving credit facility and $600 million in
term loans (“2007 Credit Agreement”). Proceeds from the 2007 Credit Agreement were used to repay the Company’s previous credit agreement
dated December 5, 2005, which was obtained in conjunction with the closing of the Acquisition. The previous agreement was then terminated.
As a result, $6.1 million in deferred debt fees were written off and included in net interest expense for the year ended December 29, 2007. At the
same time, the Company settled certain floating-to-fixed interest rate swaps that were hedging the borrowings under the previous credit
agreement, resulting in a termination payment of $3.5 million that was also included in net interest expense for 2007. The 2007 Credit Agreement
provides for a lower interest rate margin spread and commitment fee compared with the Company’s previous agreement, contributing to the
overall decrease in net interest expense for 2008. The margin spread on the 2007 Credit Agreement has been about 50 to 75 basis points lower
in 2008 compared with 2007.
The Company incurred $49.2 million in net interest expense in 2007 compared with $47.0 million in 2006. The 2007 amount included the
costs associated with entering into the 2007 Credit Agreement totaling $9.6 million. This impact was partially offset by a reduction in net
interest expense incurred on the Company’s outstanding borrowings during 2007 reflecting a lower average debt level of $685.7 million in 2007
compared with $776.6 million in 2006. Additionally, in the first quarter, the Company entered into euro net equity hedges for the equivalent of
$300 million expiring at various points in 2007 and 2008 and a smaller amount of similar contracts denominated in Japanese yen expiring in 2008.
In addition to hedging the Company’s equity exposure to the euro and Japanese yen falling in value versus the U.S. dollar, the contracts also
effectively converted this amount of the Company’s outstanding term debt from U.S. dollars to the euro and Japanese yen where the Company
generates cash flows. The euro net hedge position was reduced by half in the third quarter of 2007 and
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the Japanese yen hedge position was also reduced at that time. These positions were further reduced in 2008. As a result of relative interest
rates among Europe, Japan and the United States in 2007, these contracts had a positive impact on net interest expense of about $4.0 million
for the year ended December 29, 2007.
Also contributing to the increase in net interest expense during 2007 was lower interest income compared with 2006. Interest income
during 2007 was $3.8 million compared with $8.1 million in 2006, which included $3.6 million earned from an escrow account funded in
December 2005 at the time of the Acquisition. In order to discharge the Company’s $100.0 million 7.25 percent Notes due in October 2006, the
Company funded an escrow account with cash in December 2005. Since the notes were paid off from the escrowed funds at the due date, the
escrow account was closed and no further interest income has been earned.
Tax Rate
The effective tax rates for 2008, 2007, and 2006 were 20.0, 17.3 and 9.2 percent, respectively. The increase in the 2008 rate largely reflected
a shift in income towards jurisdictions with higher statutory tax rates. Notably, U.S. federal taxable income increased by approximately $36.0
million compared with 2007 due to insurance gains recorded in 2008, as well as a one-time deduction recognized in 2007 relating to an advance
payment agreement entered into by the Company with one of its foreign subsidiaries. The increase in the rate in 2007 largely reflected a lower
level of foreign tax credit benefits, along with higher provisions for tax exposures. The effective tax rates for 2008, 2007 and 2006 are below the
U.S. statutory rate reflecting the availability of excess foreign tax credits as well as lower foreign effective tax rates.
The Company has recognized deferred tax assets based upon its analysis of the likelihood of realizing the benefits inherent in them. The
Company does not record a valuation allowance where it has concluded that it is more likely than not that the benefits would ultimately be
realized. This assessment was based upon expectations of improving domestic operating results as well as anticipated gains related to the
Company’s future sales of land held for development near its Orlando, Florida headquarters. In addition, certain tax planning transactions may
be entered into to facilitate realization of these benefits. Refer to the critical accounting policies section and Note 12 to the Consolidated
Financial Statements for additional discussions of the Company’s methodology for evaluating deferred tax assets. Based on expected revenue
and profit contributions of the Company’s various operations, management expects a tax rate several percentage points higher in 2009
compared with 2008.
As discussed in Note 12 to the Consolidated Financial Statements, the requirements of FIN 48 and FSP FIN 48-1, which the Company
implemented at the beginning of 2007, has clarified guidance surrounding the recognition and derecognition of uncertain tax positions,
including the timing and effective settlement of those adjustments. As of December 27, 2008 and December 29, 2007, the Company’s gross
unrecognized tax benefit was $46.9 million and $41.1 million, respectively. As of the end of 2008 and 2007, the Company classified
approximately $1.2 million and $5.6 million of unrecognized tax benefits as a current liability, representing potential settlement of tax positions
in several jurisdictions, respectively. It is reasonably possible that the amount of uncertain tax positions could materially change within the
next 12 months based on the results of tax examinations, expiration of statutes of limitations in various jurisdictions and additions due to
ongoing transactions and activity. However, the Company is unable to estimate the impact of such events.
Net Income
For 2008, operating income increased 26 percent compared with 2007, due to strong improvements in the Company’s Tupperware
segments and significant improvements in the Beauty Other segment resulting from higher sales volume, partially offset by a decrease in
Beauty North America. Also contributing to the increase in operating income was lower amortization expense of definite-lived intangible
assets and lower incentive costs. The Company also recorded a $24.9 million gain from disposal of assets and insurance recoveries, which
mainly
23
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related to the 2007 fire in South Carolina and flood damage in France and Indonesia. Partially offsetting these gains, was a $9.0 million
impairment recorded on the Company’s Nutrimetics and NaturCare tradenames. Net income increased 38 percent, and was also positively
impacted by lower interest expense during 2008 compared with 2007 as a result of entering into the 2007 Credit Agreement.
For 2007, operating income showed substantial growth of 28 percent compared with 2006, due to improvements in all the Company’s
segments led by significant increases by the Tupperware brand segments, reflecting higher sales volume and improved capacity utilization, as
well as $10.1 million in lower amortization expense of definite-lived intangibles recorded in connection with the Acquisition. The Company was
also positively impacted by foreign currency changes primarily due to a stronger euro, Australian dollar and Russian ruble. The higher profit
from the segments also led to a $22.7 million or 24 percent, increase in net income versus 2006. This was despite an $11.3 million impairment of
goodwill and intangible assets and higher interest expense as a result of implementing the 2007 Credit Agreement, which triggered $9.6 million
of one-time costs.
As outlined previously, the Company had various dispositions of property, plant and equipment and re-engineering charges in 2007,
which in total were not significantly different in amount than similar items in 2006.
International operations accounted for 86, 83 and 84 percent of the Company’s sales in 2008, 2007 and 2006, respectively. They
accounted for 95, 92 and 90 percent of the Company’s net segment profit in 2008, 2007 and 2006, respectively.
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Segment Results 2008 vs. 2007
(a)
C h an ge
e xcluding
C h an ge Pe rce n t of total
the
im pact of Fore ign
fore ign e xch an ge
(Dollars in millions) 2008 2007 Dollar Pe rce n t e xch an ge im pact 2008 2007
Net Sales
Tupperware:
Europe $ 769.6 $ 688.2 $ 81.4 12% 8% $ 22.6 36% 35%
Asia Pacific 336.1 292.4 43.7 15 12 7.3 16 15
North America 303.3 289.8 13.5 5 5 (1.5) 14 15
Beauty:
North America 460.7 461.5 (0.8) — 1 (5.4) 21 23
Beauty Other 292.1 249.5 42.6 17 15 5.1 13 12
Total net sales $2,161.8 $1,981.4 $180.4 9% 8% $ 28.1 100% 100%
Segment profit
Tupperware:
Europe (b) $ 123.8 $ 111.0 $ 12.8 11% 13% $ (1.5) 45% 46%
Asia Pacific (b) 64.7 52.0 12.7 25 27 (0.9) 24 21
North America 27.7 21.3 6.4 30 32 (0.3) 10 9
Beauty:
North America (b) 60.5 66.3 (5.8) (9) (7) (1.2) 22 27
Beauty Other (b) (5.0) (7.6) 2.6 35 42 (1.1) na na
Segment profit as a
percentage of sales
Tupperware:
Europe 16% 16% na — 0.7 pp (0.7) pp na na
Asia Pacific 19 18 na 1.5 pp 2.2 pp (0.7) pp na na
North America 9 7 na 1.8 pp 1.9 pp (0.1) pp na na
Beauty:
North America 13 14 na (1.2) pp (1.1) pp (0.1) pp na na
Beauty Other na na na na na na na na
a. 2008 actual compared with 2007 translated at 2008 exchange rates.
b. Includes amortization of identified intangibles valued as part of acquisition accounting. In 2008 and 2007, respectively, amounts included
were $0.5 million and $1.0 million in Europe, $1.5 million and $2.1 million in Asia Pacific, $3.7 million and $6.0 million in Beauty North
America and $3.3 million and $4.5 million in Beauty Other.
pp Percentage points
na Not applicable
Europe
Local currency sales increased 8 percent for the year ended 2008, largely due to continued success in the emerging markets driven
primarily by Russia, South Africa, Turkey and Poland resulting from continued growth in the sales force, achieved through further geographic
expansion, recruiting of new sellers, success in generating productivity by the sales forces and well received promotional programs. Emerging
markets, those with a “low” or “medium” GDP per capita as reported by the World Bank, accounted for $259.6 million and $209.8 million or 34
percent and 31 percent of net sales in this segment for 2008 and 2007, respectively. Total emerging market sales increased $49.8 million or 24
percent in 2008 from 2007 and were negatively impacted by changes in foreign currency exchange rates totaling $5.0 million.
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In 2008, established markets showed a slight decrease in local currency sales compared with 2007. Among the established markets,
Greece and France showed strong improvement from positive promotional and recruiting programs as well as higher sales from a positive
response to new products. These improvements were offset by decreases in local currency in Germany mainly due to a 7 percent decrease in
the average active sales force. The Company continues to work on implementing strategies to increase the number of sellers in the market and
to improve their productivity. In 2008 and 2007 the German market accounted for $197.1 million and $192.4 million of the segment’s sales,
respectively. The year-over-year comparison was positively impacted by $10.9 million from a stronger euro versus the U.S. dollar. At the end
of 2008 the sales force size for the whole segment was 13 percent higher compared with 2007 and the average active sales force was up 4
percent for the year.
The sales in this segment were in total positively impacted by a $2.4 million increase in business-to-business sales mainly in Greece and
Italy, partly offset by a decline in Spain. While the Company actively pursues business-to-business opportunities, sales from this channel are
based on reaching agreements with business partners and their product needs, along with consideration of how the arrangement will be
integrated with the core party-plan channel. Consequently, activity in one period may not be indicative of future periods.
The euro was the main currency that led to the 4 percentage point improvement in 2008 versus 2007 sales from stronger foreign
currencies.
For 2008, compared with 2007, segment profit increased $12.8 million or 11 percent. Segment profit as a percentage of sales was even with
2007. The higher segment profit was due to the higher sales in the emerging markets partially offset by the impact of higher business-to-
business sales, which have a lower margin and higher freight costs. The higher profit, in addition to reflecting improved sales volume, also
reflected slightly lower administrative expenses and a decrease in the provision for bad debts. Segment profit was also negatively impacted by
$1.5 million resulting from changes in the value of foreign currency, primarily the South African rand.
Asia Pacific
Asia Pacific experienced strong growth in 2008 with a 12 percent increase in local currency sales, led mainly by the emerging markets in
this segment. Emerging markets accounted for $176.1 million and $136.8 million or 52 and 47 percent of the sales in this segment for 2008 and
2007, respectively. Total emerging market sales increased $39.3 million or 29 percent in 2008 compared with 2007, and the comparison was
negatively impacted by changes in foreign currency exchange rates totaling $3.5 million. The significant increase in the emerging markets was
primarily in China, Indonesia, India and Malaysia/Singapore. China, the largest of these markets, had a significant increase in sales from a
higher number of outlets in operation, an increase in outlet productivity and successful promotional strategies. The higher productivity
reflected more outlet sites in commercial versus residential areas and more sales people in many of the outlets. Substantial sales growth in
Malaysia/Singapore, Indonesia and India was the result of successful promotional activities, attractive consumer offers, strong recruiting and
improved training.
In the segment’s established markets, Australia showed a good increase in local currency sales for 2008 compared with 2007, attributable
to a higher active sales force and higher productivity. This was offset by a decline in the Company’s Japanese businesses resulting from lower
average active sales forces and declines in productivity.
Total segment profit increased $12.7 million or 25 percent in 2008 compared with 2007. Segment profit as a percentage of sales was
slightly higher than last year at 19 percent. The majority of this increase was in the emerging markets reflecting the higher sales volume and
improved margins from a favorable mix of products, as well as more efficient promotional spending. This was offset by an increase in marketing
expense in these markets for several brand building initiatives undertaken this year. In the established markets, Australia’s segment profit
showed a strong improvement compared with last year in line with the increase in sales in 2008. Partially offsetting these improvements was a
segment profit decrease in the Company’s Tupperware business in Japan due to the lower sales and costs associated with a product quality
issue.
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The positive impact from foreign currencies on the comparison of 2008 sales with 2007 was $7.3 million, mainly attributable to the
Japanese yen. Profit for 2008 compared with 2007 was negatively impacted by changes in the Australian dollar and South Korean won.
Tupperware North America

Tupperware North America’s local currency sales increased 5 percent in 2008 compared with 2007. The increase was mainly from
Tupperware Mexico, due in part to a higher sales force, while sales in the United States and Canada were slightly higher compared with 2007.
Successful recruiting activity and retention led to a 13 percent increase in the segment’s total sales force size compared with the prior year;
however, due to the deteriorating economic situation in the second half of the year, the sales force was less productive. Partially offsetting the
full year increase in core sales were lower business-to-business sales in Mexico compared with 2007.
Segment profit increased $6.4 million or 30 percent in 2008 compared with 2007. Segment profit as a percentage of sales was 1.8
percentage points higher in 2008. The increase was mainly driven by a higher gross margin percentage, including the impact of the volume
from producing products to replace those destroyed in the December 2007 warehouse fire, and lower promotional expenses resulting from less
sales force members qualifying for events and lower commissions earned as fewer individuals met sales targets in the United States and
Canadian business. Tupperware Mexico also contributed to the overall increase in segment profit due to higher sales partially offset by an
increase in distribution costs from higher fuel costs.
Beauty North America

Beauty North America had a 1 percent increase in local currency sales in 2008 compared with 2007. The segment’s increase reflected a
modest local currency improvement by Fuller Mexico. Higher sales in Mexico were driven mainly by a higher average active sales force,
achieved in the first half of the year, partially offset by lower productivity. The increase was offset by a 6 percent decrease in sales in
BeautiControl North America resulting from a smaller and less productive sales force compared with 2007, reflecting the current state of the
economy in this market and less than optimal execution of recruiting and promotional programs and merchandising of products. The Company
changed the leader of this business as of the beginning of 2009, and is focused on improving execution of its strategies.
Segment profit decreased $5.8 million or 9 percent in 2008 compared with 2007 and as a percentage of sales decreased 1.2 points. The
decrease in segment profit was due to lower sales for 2008 at BeautiControl North America along with higher promotional expenses. The profit
comparison was also negatively impacted by start up costs that were incurred during 2008 relating to a single-level campaign merchandising
beauty business, similar to Fuller Mexico, aimed at the Hispanic market in the United States. These items were partially offset by an increase in
segment profit in Fuller Mexico and $2.3 million in lower amortization of definite-lived intangible assets acquired in the 2005 acquisition of the
direct selling businesses of Sara Lee Corporation. Fuller Mexico had an improvement in segment profit about in line with its sales increase,
reflecting a lower gross margin percentage from higher material costs, mostly offset by lower marketing costs resulting from reduced television
advertising.
Beauty Other
Local currency sales for this segment increased 15 percent in 2008 compared with 2007. The increase was mainly driven by significant
improvement in the Central and South American businesses of Tupperware Brazil and Venezuela reflecting strong growth in both total and
active sales forces due to increased recruiting, strong productivity and higher sales prices. Also contributing to the increase in sales for this
segment was Fuller Argentina resulting from an increase in the average active sales force and a higher average order size. There was a partial
offset from a slight decline in the Nutrimetics businesses mainly in Europe and Australia.
The segment loss was $2.6 million lower for 2008 compared with 2007. The decrease in segment loss was mainly due to improved results
in Central and South America from higher sales volume and $1.2 million in lower
27
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amortization of acquired definite-lived intangible assets. These improvements were partially offset by higher losses in Fuller Brazil and
Argentina due to higher operating costs. Also contributing to this higher loss was a $2.9 million write-off of inventory, prepaid assets and
accounts receivables by Fuller Brazil in connection with the Company’s decision to begin selling beauty products in Brazil through the
Tupperware sales force and cease operating the beauty business.
Strong foreign currencies had a 2 percentage point positive impact on the sale comparison, which came primarily from the Uruguayan
and Philippine peso. The foreign exchange impact on the profit comparison was not significant.
Segment Results 2007 vs. 2006
(a)
C h an ge
e xcluding
C h an ge Pe rce n t of total
the
im pact of Fore ign
fore ign e xch an ge
(Dollars in millions) 2007 2006 Dollar Pe rce n t e xch an ge im pact 2007 2006
Net Sales
Tupperware:
Europe $ 688.2 $ 615.9 $ 72.3 12% 4% $ 49.0 35% 35%
Asia Pacific 292.4 239.7 52.7 22 17 11.0 15 14
North America 289.8 255.5 34.3 13 13 1.0 15 15
Beauty:
North America 461.5 423.1 38.4 9 9 — 23 24
Beauty Other 249.5 209.5 40.0 19 10 16.4 12 12
Total net sales $1,981.4 $1,743.7 $237.7 14 9 $ 77.4 100 100
Segment profit
Tupperware:
Europe (b) $ 111.0 $ 94.4 $ 16.6 18% 8% $ 8.4 46% 52%
Asia Pacific (b) 52.0 33.8 18.2 54 42 2.9 21 19
North America 21.3 8.7 12.6 + + 0.1 9 5
Beauty:
North America (b) 66.3 58.1 8.2 14 14 0.1 27 32
Beauty Other (b) (7.6) (12.7) 5.1 40 37 (0.5) na na
Segment profit as a
percentage of sales
Tupperware:
Europe 16% 15% na 0.8 pp 0.7 pp 0.1 pp na na
Asia Pacific 18 14 na 3.7 3.3 0.4 na na
North America 7 3 na 3.9 3.9 — na na
Beauty:
North America 14 14 na 0.6 0.6 — na na
Beauty Other na na na na na na na na
a. 2007 actual compared with 2006 translated at 2007 exchange rates.
b. Includes amortization of identified intangibles valued as part of acquisition accounting. In 2007 and 2006, respectively, amounts included
were $1.0 million and $1.7 million in Europe, $2.1 million and $3.9 million in Asia Pacific, $6.0 million and $11.1 million in Beauty North
America and $4.5 million and $7.0 million in Beauty Other.
+ Increase greater than 100 percent.
pp Percentage points
na Not applicable
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Europe
Local currency sales increased four percent in the year ended 2007, largely due to continued success in the emerging markets driven
primarily by Russia, South Africa and Turkey resulting from growth in the sales force and improved productivity. Russia’s increase came
partly from geographic expansion and Tupperware South Africa benefited from an additional independent management level to provide
emphasis on recruiting and training sale force members (“Team Leader”), which helped to grow the sale force. Emerging markets accounted for
$209.8 million and $156.7 million or 31 percent and 25 percent of net sales in this segment for 2007 and 2006, respectively. Of the $53.1 million
increase by the emerging markets, $6.0 million was from the impact of changes in foreign currency exchange rates.
These increases in local currency sales were offset by a double-digit decrease in Germany, the segment’s largest business, resulting from
a smaller sales force as recruiting of new sales force members was below the Company’s objectives for several quarters. In an effort to increase
the sales force size, the Team Leader management level was added to the independent sales force structure in the fourth quarter of 2006. The
trend improved during the year, as there was a 3 percent year-over-year increase in local currency sales in the fourth quarter, following double-
digit decreases in each of the first three quarters. In 2007 and 2006 the German market accounted for $192.4 million and $198.0 million of the
segment’s sales, respectively. For the year ended December 29, 2007, sales in the German market were positively impacted by $18.3 million from
a stronger euro versus the U.S. dollar.
The sales decline in Germany included a $3.2 million decrease in business-to-business sales. For the entire segment, business-to-
business sales were $4.3 million for 2007 compared with sales of $8.5 million for 2006.
The euro was the main currency that led to the 8 percentage point improvement in 2007 versus 2006 sales from stronger foreign
currencies.
For 2007, compared with 2006, segment profit increased $16.6 million and segment profit as a percentage of sales increased 0.8 percentage
points. The higher segment profit was due to the higher sales in the emerging markets along with higher margins resulting from a favorable
product mix. These factors were partially offset by a decline in Germany resulting from lower sales, and an increase in the provision for
doubtful accounts during 2007, reflecting lower profitability by the Company’s independent distributors. Approximately half of the profit
improvement in 2007 was from stronger foreign currencies, primarily the euro and Russian ruble.
Asia Pacific
Asia Pacific experienced substantial growth in 2007 with every business showing increased sales performance with the exception of the
NaturCare business in Japan. Sales in the segment’s emerging markets grew 26 percent, led by China, Indonesia and Korea. China’s increase
reflected more outlets in operation and higher productivity. Indonesia and Korea benefited from larger and more productive sales forces, which
were the result of successful promotions and product launches, including NaturCare products in Korea for the first time. Korea also maintained
a high level of business-to-business sales.
The main sales increases among the segment’s established markets were in Australia and Tupperware Japan. In Australia, a modestly
larger sales force was much more productive, reflecting the successful positioning of the earnings opportunity for the sale force and
Tupperware as a lifestyle brand. The use of the Team Leader program to increase the number of sales force leaders also had a favorable impact.
In Japan, the sales force grew significantly as the result of a successful shift in strategy to recruit more customer representatives and to work
to develop these members into sellers.
Segment profit increased significantly compared with 2006, reflecting the higher sales, a higher share of sales from Australia, which runs
at a higher return on sales than the average for the segment and improved value chains in the Tupperware and NaturCare Japan businesses, in
part reflecting the consolidation of distribution facilities.
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The positive impact from foreign currencies on the comparison of 2007 sales and profit with 2006 was most significantly from the
Australian dollar with smaller contributions from currencies in Malaysia/Singapore, China and India.
Tupperware North America

All markets in the segment showed an increase in sales during 2007 compared with 2006. Net sales in Tupperware Mexico increased 12
percent which was in part due to an increase of $6.3 million in business-to-business sales. Tupperware United States had a strong increase in
sales during 2007 resulting from a higher active sales force, in part reflecting strong recruiting results. The Tupperware United States sales
force at the end of 2007 was higher than the prior year by 13 percent, although the segment as a whole ended the year with a 10 percent
decrease in sales force mainly due to lower recruiting by Tupperware Mexico. Overall, the Company believes that the improvement in
Tupperware United States is directly related to the impact of the change to a multi-tier sales force compensation structure that was completed
in April of 2005, as well as a strategy for expanded and enhanced sales force training. This new compensation system provides for override
commissions on group sales with an emphasis on the earnings opportunity and recruiting new sellers into the business. This type of
compensation system was also in use in some of the Company’s other businesses prior to its implementation by Tupperware United States,
and has since been implemented in additional businesses where the Company believes its use is appropriate.
Tupperware North America’s profit increased $12.6 million over 2006 coming from a sharp increase in profit in the United States and
Canadian businesses, which had losses in 2006, as well as a substantial improvement in Mexico. This primarily reflected higher sales volume,
along with improved capacity utilization and an improved cost structure. Also contributing was the consolidation of the bulk of Canadian
administrative activities with the United States. Offsetting these factors was the absence of the $1.6 million benefit in 2006 from a reduction of
the LIFO inventory reserve.
Beauty North America

Net sales on a local currency basis increased 9 percent in 2007 compared with 2006, resulting from improvement in both Fuller Mexico
and BeautiControl North America. Sales at Fuller Mexico increased 11 percent in local currency over 2006. This increase was the result of
strong growth in its total and active sales forces as well as an increase in the average size of orders due to successful promotions and a
positive response to new products. The increase in sales force was driven mainly by an increase in recruiting as well as lower turnover rates
achieved through successful incentive programs. BeautiControl North America also contributed to the increase in segment sales for 2007, due
to a favorable sales force reception to an investment in merchandising programs designed to serve the dual purpose of reducing inventory
levels and energizing the sales force.
The increase in local currency profit was due to the increase in sales volume as well as lower amortization of definite-lived intangible
assets acquired of $5.1 million compared with 2006. This improvement was partially offset by a decline in the gross margin percentage at
BeautiControl North America resulting from an unfavorable mix and product pricing from the above mentioned action, as well as incremental
costs of operating in a larger manufacturing facility, to which the Company moved in the first quarter of 2007 and incremental distribution and
freight costs. Fuller Mexico had a slightly lower return on sales from the timing of certain promotional and incentive costs and a lower gross
margin percentage resulting from outsourced production.
Beauty Other
Net local currency sales for the segment increased 10 percent in 2007 over 2006. The strong performance in the segment was led by the
Central and South American businesses, most notably Tupperware Venezuela and Tupperware Brazil, reflecting higher active sales forces
achieved through strong incentive and recruiting programs, as well as improved pricing. Also contributing to the increase in sales was Fuller
Philippines with a
30
Table of Contents
strong improvement over 2006 resulting from a higher active sales force, reflecting improved recruiting. This was offset by lower sales levels in
the Nutrimetics businesses resulting from smaller active sales forces. Strategies have been implemented to drive sales force growth in these
businesses with limited improvement in the sales force metrics to date.
The lower segment loss for 2007 of $7.6 million compared with a loss of $12.7 million in 2006 was primarily the result of the higher sales
volume, favorable product mix resulting in improved gross margins and lower inventory write downs required in 2007 compared with 2006.
Also contributing to the improved results in 2007 was lower amortization of definite-lived intangible assets acquired of $2.5 million.
Strong foreign currencies had a 9 percentage point positive impact on the sales comparison, which came primarily from the Philippine
peso and Australian dollar. The foreign exchange impact on the profit comparison was not significant.
Financial Condition
Liquidity and Capital Resources
Working capital was $252.3 million as of December 27, 2008 compared with $249.2 million as of December 29, 2007 and $227.3 million as of
December 30, 2006. The current ratio was 1.6 to 1 at the end of 2008, 2007 and 2006.
The most significant causes of the 2008 increase in working capital, excluding the $33 million negative impact of changes in the value of
foreign currencies, were higher inventory, a higher cash balance and the payment of a non-income tax liability during 2008, partially offset by
lower current deferred tax assets and higher accounts payable. The higher inventory balance reflected, in part, restocking by the Tupperware
United States business following the December 2007 fire, along with building inventories in some fast growing business units in support of
that growth and in some other cases inventory levels being higher than intended due to less than expected sell through to customers. The
higher cash balance in part reflected the generation of cash in China that has not yet been repatriated, along with a higher level of cash at the
corporate level related to the management of credit capacity. The non-income tax liability paid in 2008 was for value added taxes in Mexico. The
offset from a higher level of accounts payable largely reflected the management of cash flow at year end and the lower current deferred tax
asset reflected adjustments made to an advance payment agreement entered into by the Company with one of its foreign subsidiaries.
The 2007 increase in working capital compared with 2006 reflected a $12.0 million increase from stronger foreign currencies. Also
contributing to the increase was a $27.1 million net increase in income tax related assets and $22.0 million more inventory. Notwithstanding the
higher inventory amount, in light of fourth quarter 2007 sales being 11 percent higher than fourth quarter 2006, in local currency, days
inventory on hand improved slightly versus the end of 2006. Partially offsetting these items was a net of $14.1 million more payables under
hedge contracts and higher accruals totaling $27.3 million for compensation, mainly incentives, and the timing of the value added tax payment
in Mexico.
On September 28, 2007, the Company entered into an $800 million five-year senior secured credit agreement consisting of a $200 million
revolving credit facility and $600 million in term loans. Proceeds from the 2007 Credit Agreement were used to repay the Company’s previous
credit agreement dated December 5, 2005 (“2005 Credit Agreement), which was obtained in conjunction with the closing of the Acquisition as
further discussed below. The 2005 Credit Agreement was then terminated. Although the 2007 Credit Agreement is a floating rate debt
instrument, the Company is required to maintain at least 40 percent of total outstanding debt at fixed rates, which is achieved through the use
of interest rate swaps as further discussed in Note 7 to the Consolidated Financial Statements. As a result of terminating the 2005 Credit
Agreement, $6.1 million in deferred debt fees were written off and included in net interest expense for the year ended December 29, 2007.
Quarterly principal payments of $1.5 million are due on the term loans beginning June 2008, with any remaining principal due in September
2012; however, the agreement permits the Company to omit these payments if certain
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prepayments have been made during the previous four quarters. The Company made such optional prepayments in the fourth quarter of 2008
and 2007 totaling $16.7 million and $35.0 million, respectively. The agreement also requires additional principal payments consisting of 100
percent of cash generated from certain asset sales, certain insurance proceeds and certain new debt issuances, as well as up to 50 percent of
excess cash flows. Excess cash flows are substantively defined as net cash provided by operating activities less capital expenditures, required
debt payments and actual dividends paid up to $60 million annually. However, the 2007 Credit Agreement provides that cash may be used to
repurchase shares using proceeds from stock option exercises. It also provides that repurchases beyond those from the use of option
proceeds are excluded from certain of the financial covenant calculations if the leverage ratio as defined under the credit agreement is and will
remain below 2.0 times and the other covenants in the agreement are met. The debt under the 2007 Credit Agreement is secured by
substantially all of the Company’s domestic assets, excluding real estate, and capital stock of its domestic subsidiaries plus a 66 percent stock
pledge of its significant foreign subsidiaries. The interest rate charged on the outstanding borrowings on the credit facility is a floating LIBOR
base rate plus an applicable margin. The applicable margin ranges from 0.625 percent to 1.25 percent and is determined quarterly by the
Company’s leverage ratio, as defined in the credit agreement. As of December 27, 2008, the applicable margin was 0.75 percent, resulting in an
effective interest rate on outstanding borrowings of 4.6 percent, for the Company’s LIBOR-based borrowings.
The 2007 Credit Agreement contains covenants customary for similarly rated companies. The financial covenants are a fixed charge
coverage ratio, a leverage ratio and an adjusted net worth requirement as defined in the agreement. The covenant restrictions include adjusted
covenant earnings and net worth measures. The Company expects to maintain compliance with its debt covenants during 2009; however,
economic conditions, adverse changes in foreign exchange rates, lower than foreseen sales and profit or the occurrence of other events
discussed under “Risk Factors” could cause noncompliance. The Company’s most restrictive financial debt covenant is currently the ratio of
earnings to fixed charges, which is required to be in excess of 1.25 through the end of the third quarter of 2009 and then increases to 1.40. The
Company’s fixed charge ratio for the 12 months ended December 27, 2008 was 1.76, yielding an adjusted covenants earnings cushion of about
$50 million. Due to the high proportion of segment profit earned by the Company’s international operations, the Company’s adjusted covenant
earnings as defined in the debt agreement is significantly impacted by large changes in foreign exchange rates. Using the Company’s current
estimates for 2009 related to the factors impacting the covenant calculation, the Company estimates it will have $16 million and $13 million
adjusted covenant earnings cushion at the end of its third and fourth quarters of 2009, respectively. The fourth quarter estimate includes the
impact of the escalation in the required fixed charge coverage ratio under the terms of the credit agreement. The payment of future dividends or
buy back of stock may be restricted or eliminated in order to improve the Company’s fixed charge ratio. While the covenants are restrictive and
could impact the Company’s ability to borrow, pay dividends or make capital investments in its business, this will not be necessary based on
the Company’s current outlook. The Company does not expect to repurchase any of its shares in 2009 under its outstanding $150 million
authorization. See further information in Note 7 to the Consolidated Financial Statements.
The Company monitors the third-party depository institutions that hold its cash and cash equivalents and diversifies its cash and cash
equivalents among counterparties, which minimizes exposure to any one of these entities. Furthermore, the Company is exposed to financial
market risk resulting from changes in interest and foreign currency rates, and recent developments in the financial markets have increased the
Company’s exposure to the possible liquidity and credit risks of its counterparties. The Company believes that it has sufficient liquidity to
fund its working capital and capital spending needs and its current dividend. This liquidity includes the portion of its year end 2008 cash and
cash equivalents balance of $124.8 million that is available in the United States, cash flows from operating activities, and access to its $200
million secured revolving credit facility. As of December 27, 2008, the Company had $198.5 million available under its revolving line of credit
and $119.4 million available under other uncommitted lines of credit. The Company has not experienced any limitations on its ability to access
its committed facility.
As previously noted, the 2007 Credit Agreement also has a requirement that the Company keep at least 40 percent of total borrowings at
a fixed interest rate for at least three years. In September 2007, the Company entered into four interest rate swap agreements with notional
values totaling $325 million that expire in 2012.
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Under the terms of these swap agreements, the Company will receive a floating rate equal to the 3 month U.S. dollar LIBOR and pay a weighted
average fixed rate of about 4.8 percent. The swap agreements combined with a contractual spread dictated by the 2007 Credit Agreement, of 75
basis points as of December 27, 2008, gave the Company an all-in effective rate of about 5.5 percent on these borrowings at that date.
In 2007, the Company entered into four forward interest rate agreements that fixed for 2008 the LIBOR base borrowing rate for $200
million under the 2007 Credit Agreement. These agreements locked in the LIBOR base rate for these borrowings at the forward rates then
existing for the 3-month borrowing periods beginning at the end of December 2007 and at the end of the first three quarters of 2008. The
average locked-in LIBOR rate is 4.3 percent. As of December 27, 2008 these interest rate swaps had expired.
During 2008, the Company entered into forward interest rate agreements that swap the Company’s LIBOR based floating obligation into
a fixed obligation for $200.0 million for 2009 and $100.0 million for 2010. The Company will pay a weighted average rate of about 2.2 percent on
the $200.0 million for 2009 and 1.9 percent on the $100 million for 2010, plus the spread under the 2007 Credit Agreement, which was 75 basis
points as of December 27, 2008.
The Company’s 2005 Credit Agreement required it to maintain at least 40 percent of its outstanding borrowings at a fixed rate for a period
of at least three years in the future. Beginning in December 2005 and January 2006, the Company effectively converted $375.0 million of its
floating rate borrowings to fixed rate debt through interest rate swaps. The swap agreements called for the Company to receive a floating rate
equal to the 3 month U.S. dollar LIBOR rate and pay a weighted average fixed rate of 4.8 percent. The swap agreements combined with a
contractual 150 basis point spread gave the Company an all-in effective rate of 6.3 percent on these borrowings. The swap agreements were
scheduled to expire in 2009 through 2012. In order to maintain compliance with the three-year requirement, in 2007, the Company terminated
three swaps with a total notional value of $175 million and purchased three new swaps with the same notional value that were to expire in 2012.
Following this action, all of the swaps were to expire in 2011 and 2012. A gain of $0.5 million was realized on the termination of these
agreements and was capitalized as a component of debt. As further discussed in Note 7 to the Consolidated Financial Statements and noted
above, in September 2007 the Company entered into the 2007 Credit Agreement, replacing the 2005 Credit Agreement. As a result, these swap
arrangements were terminated in September 2007 resulting in a termination payment of $3.5 million. In connection with retiring the 2005 Credit
Agreement, the $0.5 million deferred gains on the previously terminated swaps were fully recognized and both amounts were included as a
component of net interest expense for the year ended December 29, 2007.
The Company’s two debt ratings agencies, Standard and Poor’s and Moody’s, have both rated the Company. Standard and Poor’s
currently rates the corporate credit rating of the Company BB+ and has assigned a stable outlook. It currently has rated the Company’s 2007
Credit Agreement as BBB. Moody’s assigns a rating of Ba1 to the corporate family rating of the Company and Baa3 to the Company’s 2007
Credit Agreement.
The Company’s major markets for its products are Australia, China, France, Germany, Japan, Mexico, the Philippines, Russia, South
Africa, the United States and Venezula. A significant downturn in the Company’s business in these markets would adversely impact the
Company’s ability to generate operating cash flows. Operating cash flows would also be adversely impacted by significant difficulties in the
recruitment, retention and activity of the Company’s independent sales force, the success of new products and/or promotional programs.
Included in the cash balance of $124.8 million reported at the end of 2008 was $16.1 million denominated in Venezuela bolivars. The
balance is primarily a result of favorable operating cash flows in the market. Due to Venezuelan government restrictions on transfers of cash
out of the country and control of exchange rates, the Company can not immediately repatriate this cash at the exchange rate used to translate
the Venezuelan bolivars into U.S. dollars for inclusion on the Company’s Consolidated Balance Sheet. As of the end of 2008, the Company has
applied to transfer $7.4 million of such amount out of the country. The Company believes it
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could immediately repatriate the cash from Venezuela, but it would only currently be able to do so at an exchange rate that would be about 60
percent less favorable. This would result in the Company having fewer U.S. dollars than currently reported as a component of cash and cash
equivalents on its Consolidated Balance Sheet with the difference recorded as a foreign exchange loss in its Consolidated Statements of
Income. Also included in the Company’s cash balance at the end of 2008 was cash of $24.0 million in China and $11.7 million in India, which
the Company is currently working to efficiently make available outside of those countries.
The debt-to-total capital ratio at the end of 2008 was 55 percent compared with 53 percent at the end of 2007. Debt is defined as total debt
and capital is defined as total debt plus shareholders’ equity. The increase in the debt-to-capital ratio compared to the end of 2007 was due to
a decline in equity partially offset by lower total debt. The decrease in equity reflected the negative impact of foreign currency translation
adjustments, cash flow hedges and dividends paid during 2008, partially offset by 2008 earnings.
On December 11, 2007, the Company experienced a fire at its Hemingway, SC facility, causing complete destruction of its main finished
goods warehouse and its contents. The Company is adequately insured to recover its inventory and building loss and direct costs associated
with the fire. As of December 27, 2008, the Company had received $42.6 million in proceeds, $39.6 million of which was received in 2008, from
its insurance companies to recover the value of destroyed inventory; property, plant and equipment; and costs associated with recovering
from the fire, resulting in a $22.2 million pre-tax gain after netting all assets lost and costs incurred related to the fire. The Company expects to
receive additional proceeds in 2009 to settle remaining amounts due under the claim; however, at this time these amounts have not been
included in the gain recorded as the contingency related to these amounts has not yet been resolved and the amount is not currently
determinable. The Company included $19.5 million of these proceeds in operating activities on its Consolidated Statement of Cash flows as
these proceeds related to destroyed inventory and certain fire related costs. The Company included $6.4 million and $3.0 million in proceeds in
investing activities for the years ended December 27, 2008 and December 29, 2007, respectively, as they related to property, plant and
equipment.
Operating Activities
Net cash provided by operating activities decreased to $131.0 million in 2008 from $177.4 million in 2007. This decline reflected a $19.0
million payment related to non-income tax payables due in Mexico as of the end of 2007, and the payment of approximately $13.0 million of
such amounts on a more normal schedule in 2008 and $30.8 million in payments made in 2008 to settle foreign currency hedge contracts versus
a small inflow from such contracts in 2007. This was offset by an increase in net income for 2008 compared with 2007. The most significant
year-over year variations in changes in assets and liabilities were outflows for inventory. This resulted from the rebuilding of the inventory
level of Tupperware United States following the December 2007 warehouse fire, the need for higher inventory levels in several markets to
support higher sales levels and in some markets a higher level of inventory than desired in light of a lower than expected sell through of
products to customers. Net cash flow from operating activities was also impacted from the proceeds from insurance recoveries.
Net cash provided by operating activities increased to $177.4 million in 2007 from $172.8 million in 2006. Net income was $22.7 million
higher in 2007 than in 2006. Among the adjustments to reconcile net income to net cash provided by operating activities, the most important
net difference between years was the higher non-cash impact in 2007 of re-engineering and impairment costs, mainly due to the impairment of
Nutrimetics’ goodwill and indefinite lived intangibles in addition to the write-off and amortization of deferred loan fees and a higher provision
for bad debts. The most significant year-over-year variations in changes in assets and liabilities were outflows for higher inventory
notwithstanding the days sales in inventory at the end of 2007 was slightly better than the end of 2006, offset from a larger increase in 2007 in
accounts payable and accruals, most notably from higher compensation accruals largely for management incentives and the timing of certain
non-income tax payables.
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Investing Activities
For 2008, 2007 and 2006, the Company spent $54.4 million, $50.3 million and $52.1 million, respectively, for capital expenditures. The most
significant type of spending in all years was for molds for new products with the greatest amount spent in Europe. In addition to cash outlays
for property, plant and equipment, the Company also had non-cash additions through capital leases of $3.6 million, $15.7 million and
$6.6 million in 2008, 2007 and 2006, respectively, primarily related to the construction of a new center of excellence manufacturing facility that
replaced an existing facility in Belgium.
Partially offsetting the capital spending were $15.3 million in 2008, $25.3 million in 2007 and $25.5 million in 2006, of proceeds related to
the sale of certain property, plant and equipment and insurance recoveries. The proceeds from disposal of property, plant and equipment in
2008 were primarily from the sale of excess property for development around the Company’s Orlando, Florida headquarters (“Land Sales”) and
automobiles in markets where the Company purchases vehicles as incentive awards to some of its sales force members. In 2007, they were
primarily from the sale of the Company’s Philippines manufacturing facility, Land Sales and sale of excess land in Australia. In 2006, they were
primarily from Land Sales.
Insurance proceeds in 2008 included recoveries from the fire in South Carolina and from flood damage in France and Indonesia. In 2007,
the Company received $7.4 million in proceeds from insurance recoveries mainly relating to the 2006 fire at a former manufacturing facility in
Tennessee and insurance proceeds from the 2007 fire at the Company’s facility in South Carolina. See Note 16 to the Consolidated Financial
Statements. In 2006 insurance proceeds were received related to property damaged by a hurricane in 2004.
Financing Activities
The Company made, in 2008 net payments, to reduce borrowings of $24.0 million primarily relating to a prepayment made on the term loan
of $16.7 million, the repayment of a mortgage note and payments on capital lease obligations. On September 28, 2007 the Company entered into
an $800 million five-year senior secured credit agreement consisting of a $200 million revolving credit facility and $600 million in term loans,
replacing the Company’s then existing credit agreement resulting in the pay down and corresponding borrowing proceeds for 2007. The net
proceeds from the 2007 Credit Agreement were $597.1 million which were used to repay borrowings under the Company’s 2005 Credit
Agreement. The refinancing completed in 2007, together with the principal payments made on the Company’s term debt, resulted in total
repayments of $705.1 million in 2007. See detailed discussion in Liquidity and Capital resources including settlement of historical debt and
related covenant restrictions.
Dividends
During 2008, 2007 and 2006, the Company paid dividends of $0.88 per share of common stock totaling $54.4 million $53.8 million and $53.3
million, respectively. While the payment of a dividend on common shares is a discretionary decision made on a quarterly basis, in the absence
of a significant event requiring cash and assuming the ability to continue to comply with its debt covenants, the Company has no current
expectation of altering the dividend level as projected cash flows from operating activities are expected to be sufficient to maintain the
dividend without restricting the Company’s ability to finance its operations, make necessary investments in the future growth of the business
or its near-term debt repayment obligations. If there is an event requiring the use of cash, such as a strategic acquisition, the Company would
need to reevaluate whether to maintain its current dividend payout.
Stock Option Exercises

During 2008, 2007 and 2006, the Company received proceeds of $24.6 million, $45.3 million and $7.4 million respectively, related to the
exercise of outstanding stock options. The increase in stock option proceeds
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during 2007 was due primarily to an increase in the Company’s stock price and options that would have otherwise expired during this period
providing incentive for option holders to exercise their outstanding options. The decline in 2008 primarily related to the Company’s lower
stock price in the second half of 2008. The corresponding shares were issued out of the Company’s balance held in treasury.
Stock Repurchases
In May 2007, the Company’s Board of Directors approved a program for repurchasing shares with an aggregate cost up to $150 million
over 5 years. The Company intended to use proceeds from stock option exercises to offset a portion of the dilution that would otherwise result
from these exercises. In October 2008, the program was changed to also include repurchases with a portion of cash generated by the business
going forward. During 2008 the Company repurchased, using proceeds from option exercises, 0.6 million shares at an aggregate cost of $22.7
million. During 2007 the Company repurchased 1.4 million shares at an aggregate cost of $41.6 million. Since inception of the program in May
2007, the Company has repurchased 2.0 million shares at an aggregate cost of $64.3 million. The Company does not currently expect in 2009 to
repurchase any of its shares under this authorization.
The Company has received from time to time shares to pay the exercise price by employees who exercise stock options (granted under
employee stock incentive plans), which are commonly referred to as stock swap exercises. In 2008, 0.2 million shares at an aggregate cost of
$3.8 million were surrendered to the Company under such exercises.
Subscriptions Receivable
In October 2000, a subsidiary of the Company adopted a Management Stock Purchase Plan (the MSPP), which provided for eligible
executives to purchase Company stock using full recourse loans provided by the subsidiary. Under the MSPP, the Company loaned $13.6
million to 33 senior executives to purchase 847,000 common shares from treasury stock. In 2001 and 2002, an additional nine senior executives
purchased 74,500 shares of common stock from treasury stock utilizing loans totaling $1.7 million. The loans had annual interest rates of 5.21
percent to 5.96 percent, and all dividends, while the loans were outstanding, were applied toward interest due. Each of the loans had scheduled
repayment dates of 25 percent on the fifth and sixth anniversaries of the loan issuance, with the balance due on the eighth anniversary. There
were no new participants during 2008, 2007, or 2006, and in line with the provisions of the Sarbanes-Oxley Act of 2002, no further loans will be
permitted under the plan. The MSPP permits the surrender of shares in lieu of payment of the loan with the surrendered shares valued at the
then current market price. During 2008, 2007 and 2006, participants surrendered a total of 26,347, 29,471 and 99,388 shares of the Company’s
common stock at current market prices to satisfy loans totaling $0.6 million, $0.7 million and $2.1 million, respectively, as part of both scheduled
and voluntary repayments. In addition, participants made cash payments to satisfy loan and interest payment obligations totaling $1.8 million,
$0.3 million and $0.5 million in the years ended December 27, 2008, December 29, 2007 and December 30, 2006, respectively. As of the end of
2008, no amounts were outstanding under this program.
On November 30, 1998, the Company made a non-recourse, non-interest bearing loan of $7.7 million (the loan) to its chairman and chief
executive officer (chairman), the proceeds of which were used by the chairman to buy in the open market 400,000 shares of the Company’s
common stock (the shares) at an average price of $19.12 per share. The shares were pledged to secure the repayment of the loan. The loan was
recorded as a subscription receivable and was due November 12, 2006, with voluntary prepayments permitted commencing November 12, 2002,
and mandatory repayments equal to 10 percent of annual bonus payments. On October 26, 2006 the Company’s chairman and chief executive
officer surrendered 330,368 shares of the Company’s common stock at the then current market price of $21.49 in satisfaction of the $7.1 million
outstanding balance, which had previously been reduced through cash payments of $0.6 million.
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Contractual Obligations
The following summarizes the Company’s contractual obligations at December 27, 2008, and the effect such obligations are expected to
have on its liquidity and cash flow in future periods (in millions).
Le ss th an More than
Total 1 ye ar 1—3 ye ars 3—5 ye ars 5 Ye ars
Long term obligations $ 571.2 $ 3.8 $ 15.7 $ 535.7 $ 16.0
Interest payments on long term obligations 95.4 24.3 46.5 15.7 8.9
Pension funding 138.5 11.1 35.4 23.0 69.0
Post employment medical benefits 41.4 4.3 8.7 8.6 19.8
Income tax payments (a) 1.2 1.2 — — —
Capital commitments (b) 8.5 8.5 — — —
Operating lease obligations 52.9 23.2 18.8 7.4 3.5
Total contractual obligations (c) $909.1 $ 76.4 $ 125.1 $ 590.4 $ 117.2
(a) The Company has not included in the above table its other FIN-48 unrecognized tax benefits, as it is unable to make a reliable estimate of
the amount and period in which these liabilities might be paid. As of December 27, 2008 the Company’s total gross unrecognized tax
benefits were $46.9 million. It is reasonably possible that the amount of uncertain tax positions could materially change within the next 12
months based on the results of tax examinations, expiration of statutes of limitations in various jurisdictions and additions due to
ongoing transactions and activity. However, the Company is unable to estimate the impact of such events.
(b) Capital commitments mainly relate to the Company’s Hemingway facility in South Carolina. The Company has firm commitments relating
to the upgrading of a previously existing warehouse that has replaced the main finished goods warehouse that was destroyed by fire in
2007.
(c) The table excludes information on recurring purchases of inventory as these purchase orders are non-binding, are generally consistent
from year to year, and are short-term in nature.
Application of Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s Consolidated
Financial Statements which have been prepared in accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported and disclosed
amounts. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the implementation
of the following critical accounting policies are the most significantly affected by its judgments and estimates.
Allowance for Doubtful Accounts.

The Company maintains current and long-term receivable amounts with most of its independent distributors and sales force in certain
markets. The Company regularly monitors and assesses its risk of not collecting amounts owed to it by its customers. This evaluation is based
upon an analysis of amounts currently and past due along with relevant history and facts particular to the customer. It is also based upon
estimates of distributor business prospects, particularly related to the evaluation of the recoverability of long-term amounts due. This
evaluation is performed market by market and account by account based upon historical experience, market penetration levels, access to
alternative channels and similar factors. It also considers collateral of the customer that could be recovered to satisfy debts. Based upon the
results of this analysis, for this risk the Company records an allowance for uncollectible accounts. This analysis requires the Company to make
significant estimates, and changes in facts and circumstances could result in material changes in the allowance for doubtful accounts.
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Inventory Valuation
The Company writes down its inventory for estimated obsolescence or unmarketability in an amount equal to the difference between the
cost of the inventory and the estimated market value based upon estimates of future demand and selling price. The demand is estimated based
upon the historical success of product lines as well as the projected success of promotional programs, new product introductions and new
markets or distribution channels. The Company prepares projections of demand on an item by item basis for all of its products. If inventory
quantity exceeds projected demand, the excess inventory is written down. However, if actual demand is less than projected by management or
the estimate of selling prices of inventory on hand decreases, additional inventory write-downs may be required.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the
financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets also are recognized for credit
carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the years in which the
temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether or not a
valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results as well as an
evaluation of the effectiveness of the Company’s tax planning strategies. These estimates are made based upon the Company’s business
plans and growth strategies in each market and are made on an ongoing basis; consequently, future material changes in the valuation
allowance are possible. Any change in valuation allowance amounts is reflected in the period in which the change occurs. At the end of 2008,
the Company had net domestic deferred tax assets of approximately $287.1 million against which a valuation allowance of $3.6 million has been
provided. Of this total, approximately $93.3 million relates to recurring type temporary differences which reverse regularly and are replaced by
newly originated items. The balance is primarily related to foreign tax credits and federal and state net operating losses that, other than for the
amount for which a valuation allowance has been provided, are expected to be realized prior to expiration based upon future operating income
generated from the United States businesses of Tupperware and BeautiControl. Also, expected gains related to future Land Sale would result
in the realization of a portion of these assets. In addition, certain tax planning transactions are available to the Company should they be
necessary.
In 2007, the Company adopted the provisions of FIN 48, which addresses whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under FIN 48, the Company recognizes the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits
of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has
a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 requires increased disclosures, provides guidance on
derecognition, classification, interest and penalties on income taxes and the accounting in interim periods. As a result of the adoption, a 2007
adjustment of $2.2 million to increase reserves for uncertain tax positions was recognized with a corresponding decrease in the 2007 opening
retained earnings balance.
As of December 27, 2008 and December 29, 2007, the Company’s gross unrecognized tax benefit was $46.9 million and $41.1 million,
respectively. The Company estimates that approximately $45.5 million of the unrecognized tax benefits, if recognized, would impact the
effective tax rate. Interest and penalties related to uncertain tax positions are recorded as a component of the provision for income taxes.
Accrued interest and penalties were $6.1 million and $8.9 million as of December 27, 2008 and December 29, 2007, respectively. Interest and
penalties included in the provision for income taxes totaled $0.9 million and $1.3 million for the year ended December 27, 2008 and December 29,
2007, respectively.
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The Company is currently under tax audit for a number of periods and in a number of jurisdictions and anticipates some of the audits may
conclude within the next 12 months. As of the end of 2008, the Company classified approximately $1.2 million of unrecognized tax benefits as a
current liability, representing potential settlement of tax positions. In addition, the Company anticipates some additional audits may conclude
within the next 12 months. However, the Company is unable to estimate the impact of such events, if any, on its uncertain tax positions
recorded as of the end of 2008. It is also reasonably possible that the amount of uncertain tax positions could materially change within the next
12 months based on the expiration of statutes of limitations in various jurisdictions as well as additions due to ongoing transactions and
activity.
Promotional and Other Accruals

The Company frequently makes promotional offers to its independent sales force to encourage them to meet specific goals or targets for
sales levels, party attendance, recruiting or other business critical activities. The awards offered are in the form of cash, product awards,
special prizes or trips. The cost of these awards is recorded during the period over which the sales force qualifies for the award. These accruals
require estimates as to the cost of the awards based upon estimates of achievement and actual cost to be incurred. The Company makes these
estimates on a market by market and program by program basis. It considers the historical success of similar programs, current market trends
and perceived enthusiasm of the sales force when the program is launched. During the promotion qualification period, actual results are
monitored and changes to the original estimates that are necessary are made when known. Like the promotional accruals, other accruals are
recorded at the time when the liability is probable and the amount is reasonably estimable. Adjustments to amounts previously accrued are
made when changes occur in the facts and circumstances that generated the accrual.
Valuation of Goodwill
The Company’s recorded goodwill relates primarily to that generated by its acquisition of BeautiControl in October 2000, and the Sara
Lee Direct Selling businesses in December 2005. The Company conducts an annual impairment test of its recorded goodwill in the second and
third quarter of each year related to BeautiControl and the Acquired Units, respectively. Additionally, in the event of a change in
circumstances that leads the Company to determine that a triggering event for impairment testing has occurred, a test is completed at that time.
The impairment test for goodwill involves comparing the fair value of the reporting units to their carrying amounts. If the carrying amount of a
reporting unit exceeds its fair value, a second step is required to measure for a goodwill impairment loss. This step revalues all assets and
liabilities of the reporting unit to their current fair values and then compares the implied fair value of the reporting unit’s goodwill to the
carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an
impairment loss is recognized in an amount equal to the excess.
The valuation of goodwill is dependent upon the estimated fair market value of BeautiControl’s operations both in North America and
internationally, and the operations of the Acquired Units businesses which include six individual reporting units. Fair value of the reporting
units is determined by the Company using either the income approach or a combination of the income and market approach with a greater
weighting on the income approach (75 percent). The income approach, or discounted cash flow approach, requires significant assumptions to
determine the fair value of each reporting unit. The significant assumptions used in the income approach include estimates regarding future
operations and the ability to generate cash flows including projections of revenue, costs, utilization of assets and capital requirements. It also
requires estimates as to the appropriate discount rates to be used. The most sensitive estimate in this evaluation is the projection of operating
cash flows, as these provide the basis for the fair market valuation. The Company’s cash flow model uses forecasts for periods ranging from 9
to 14 years and a terminal value. The significant assumptions for these forecasts include annual revenue growth rates ranging from 3% to 19%,
with an average growth rate of about 7%. The growth rates are determined by reviewing historical results of these units and the historical
results of other of the Company’s business units that are similar to those of the reporting units. Terminal values for all reporting units are
calculated using a long-term growth rate of 3%. In estimating the fair value of the reporting units for the 2008 impairment
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tests, the Company applied discount rates to its reporting units’ projected cash flows ranging from 11 to 22 percent. Discount rates at the high
end of this range were for reporting units that operated in countries with higher country specific risk, such as those in South America and
South Africa. The market approach relies on an analysis of publicly-traded companies similar to Tupperware and deriving a range of revenue
and profit multiples. The publicly-traded companies used in the market approach are selected based on their having similar product lines of
consumer goods or beauty products or companies using direct-selling distribution methods. The resulting multiples are then applied to the
reporting unit to determine fair value.
As of September 29, 2007, the Company completed the annual review of goodwill and indefinite-lived intangible assets of the former Sara
Lee Direct Selling reporting units. As a result of this review, Nutrimetics goodwill and tradename were deemed to be impaired, resulting in a
total non-cash impairment charge of $11.3 million. During the second quarter of 2008, the financial results of the Nutrimetics and NaturCare
businesses were below expectations, and the Company lowered its forecast of future sales and profit below those that were used to value
these tradenames in the Company’s 2007 annual impairment analysis. As a result of these factors, the Company performed interim impairment
tests of these tradenames and goodwill. The results of the interim impairment tests were to record a $6.5 million impairment to the Nutrimetics
tradename and a $2.5 million impairment to the NaturCare tradename in the second quarter of 2008.
For the 2008 fiscal year, the Company completed the review of goodwill for all reporting units and determined that there was no
impairment after the write-down of the tradename assets. The Company also determined that, when either the income or market approach was
used, on a stand alone basis, no impairment existed. Given the sensitivity of the valuation of the reporting units to changes in estimated future
cash flows versus the 2008 estimate, a reduction in the assumed future cash flows of more than 2 percent or an increase in the discount rate of
more than 100 basis points would likely result in an impairment charge for the goodwill of the Nutrimetics reporting unit. For the BeautiControl,
NaturCare, Avroy Shlain, Swissgarde and Fuller reporting units, an impairment charge for goodwill would likely result if the projected cash
flows decreased by more than 25 percent or the discount rate was increased by more than 500 basis points.
Impairment charges would have an adverse impact on the Company’s net income and could result in a lack of compliance with the
Company’s debt covenants, although the financial covenant directly affected is the minimum net worth requirement and the first $75 million of
any impairments arising from July 1, 2007 forward is excluded from the calculation of compliance with this covenant. Since July 1, 2007, the
Company has recognized cumulative impairment charges related to goodwill and intangible assets of $20.3 million.
Other Intangible Assets

The Company recorded as assets the fair value of various trademarks and tradenames acquired in conjunction with its purchase of the
Sara Lee Direct Selling businesses. These assets have indefinite lives and are evaluated for impairment annually similarly to goodwill. The fair
value of these indefinite lived intangible assets is determined using the relief from royalty method, which is a form of the income approach. In
this method, the value of the asset is calculated by selecting royalty rates, which estimate the amount a company would be willing to pay for
the use of the asset. These rates are applied to the Company’s projected revenue, tax affected and discounted to present value using an
appropriate rate. The royalty rates were selected by reviewing comparable trademark licensing agreements in the market and a range from 3 to
5.5 percent was used in 2008. In estimating the fair value of the tradenames, the Company also applied a discount rate ranging from 15.5 to 23.5
percent with revenue growth similar to that used in the goodwill assessment described above. Similar to the reporting units, the discount rates
towards the high end of the range related to tradenames located in areas with higher country risks such as Avroy Shlain and Swissgarde,
operating in South Africa, as well as the Fuller tradename that is used in Mexico and South America. As previously discussed, the Company
recorded a $6.5 million impairment to the Nutrimetics tradename and a $2.5 million impairment to the NaturCare trade name in the second quarter
of 2008. The Company determined there had been no impairment of the remaining tradenames as a result of the 2008 evaluations. The valuation
of the indefinite lived intangible assets requires the Company to make significant
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estimates regarding future operations and the ability to generate cash flows with these assets. Given the sensitivity of the valuation of the
reporting units to changes in the estimated future cash flows versus the 2008 estimate, a reduction in the estimated future cash flows for the
Nutrimetics and NaturCare tradenames would likely result in an additional impairment charge. For the remaining tradenames, changes in
estimated future cash flows, similar to those described above, would impact the fair value of the indefinite lived intangible assets and possibly
result in an additional impairment.
Additionally, as of December 27, 2008 the Company had $17.9 million included on its Consolidated Balance Sheet as the value of the
Acquired Units’ sales forces. The estimated aggregate annual amortization expense associated with these intangibles for each of the five
succeeding years is $5.1 million, $3.6 million, $2.5 million, $1.9 million and $1.3 million, respectively. As of December 27, 2008, the product
formulation asset recorded as part of the acquisition was fully amortized.
Retirement Obligations
Pensions
The Company accounts for its defined benefit pension plans in accordance with Statement of Financial Accounting Standards (SFAS)
No. 87, Employers’ Accounting for Pensions (SFAS 87) as amended by SFAS No. 158, Employers’ Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statement No. 87, 88, 106 and 132(R) (SFAS 158), which requires that amounts
recognized in the financial statements be determined on an actuarial basis. The measurement of the retirement obligations and costs of
providing benefits under the Company’s pension plans involves various facts, including several assumptions. The Company believes the
most critical of these assumptions are the discount rate and the expected long-term rate of return on plan assets.
The Company determines the discount rate primarily by reference to rates of high-quality, long-term corporate and government bonds
that mature in a pattern similar to the expected payments to be made under the plans. The discount rate assumptions used to determine
pension expense for the Company’s U.S. and foreign plans was as follows:
Discoun t rate 2008 2007 2006

U.S. Plans 6.0% 5.8% 5.5%
Foreign Plans 4.7 4.7 4.3
The Company has established strategic asset allocation percentage targets for significant asset classes with the aim of achieving an
appropriate balance between risk and return. The Company periodically revises asset allocations, where appropriate, in an effort to improve
return and manage risk. The estimated rate of return is based on long-term expectations given current investment objectives and historical
results. The expected rate of return assumption used by the Company for its U.S. and foreign plans was as follows:
Expe cte d rate of re turn 2008 2007 2006

U.S. Plans 8.5% 8.5% 8.5%
Foreign Plans 4.5 5.0 5.0
The following table highlights the potential impact on the Company’s pre-tax earnings due to changes in certain key assumptions with
respect to the Company’s pension plans, based on assets and liabilities at December 27, 2008:
Im pact on 2009
(in millions) Pe n sion Expe n se
Discount rate change by 50 basis points $ 1.5
Expected rate of return on plan assets change by 50 basis points 0.5
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The Company’s actual return experience for the year ended December 27, 2008 was a loss of approximately 24 percent for its U.S. Plans
and 17 percent for its foreign plans compared to the assumed return of those assets noted above. The losses are expected to negatively impact
the Company’s 2009 pension costs by approximately $1.3 million. In addition, declines in the value of plan assets during 2008 resulted in an
increase to the plans’ unfunded status and a decrease to shareholders’ equity upon actuarial revaluation of the plans on December 27, 2008,
and reduced benefit plan assets may increase the amount and accelerate the timing of required future funding contributions. The 2009
contributions for the Company’s pension plan are expected to be approximately $13.2 million compared with the 2008 contributions of $11.7
million. Due to the economic conditions impacting plan assets in 2008 and therefore 2009 contributions, the Company made a decision to
decrease the targeted funding level for the funded U.S. plan from 90 percent in 2008 to 80 percent in 2009; however, the Company’s funding of
the U.S. plan is, and will be within the legal requirements.
Other Post Retirement Benefits

The Company accounts for its post-retirement benefit plan in accordance with SFAS No. 106, “Employers’ Accounting for Post
Retirement Benefits Other Than Pensions,” (SFAS 106), as amended by SFAS 158, which requires that amounts recognized in financial
statements be determined on an actuarial basis. This determination requires the selection of various assumptions, including a discount rate
and health care cost trend rates used to value benefit obligations. The Company determines the discount rate primarily by reference to rates of
high-quality, long term corporate bonds that mature in a pattern similar to the expected payments to be made under the plans. High-quality
corporate bonds were determined to be bonds with a credit rating of AA- or better by Standards and Poor’s and Aa3 or better by Moody’s.
The discount rate assumptions used by the Company to determine other post retirement benefit expense was 6.0 percent, 5.8 percent and 5.5
percent for the 2008, 2007 and 2006 fiscal years, respectively. A change in discount rate of 50 basis points would not be material.
The following is the assumed health-care cost trend rates used by the Company:
He alth -care tre n d rate s 2008 2007 2006

Initial health-care cost trend 8.0% 8.0% 8.0%
Ultimate health-care cost trend 5.0 5.0 5.0
Number of years to ultimate trend rate 2015 2015 2010
The healthcare cost trend rate assumption may have a significant effect on the amounts reported. A one percentage point change in the
assumed healthcare cost trend rates would have the following effects:
O n e pe rce n tage poin t

(In millions) Incre ase De cre ase
Effect on total of service and interest cost components $ 0.2 $ (0.2)
Effect on post-retirement benefit obligation 2.6 (2.3)
Revenue Recognition
Revenue is recognized when goods are shipped to customers, the risks and rewards of ownership have passed to the customer who, in
most cases, is one of the Company’s independent directors or distributors or a member of its independent sales force and when collection is
reasonably assured. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue. Discounts earned based
on promotional programs in place, volume of purchases or other factors are also estimated at the time of revenue recognition and recorded as a
reduction of that revenue.
Stock-Based Compensation
The Company measures compensation cost for stock-based awards at fair value and recognizes compensation over the service period for
awards expected to vest. The Company uses the Black-Scholes
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option-pricing model, which requires the input of assumptions, including the estimated length of time employees will retain their vested stock
options before exercising them (expected term) and the estimated volatility of the Company’s common stock price over the expected term.
Furthermore, in calculating compensation for these awards, the Company is also required to approximate the number of options that will be
forfeited prior to completing their vesting requirement (forfeitures). Many factors are considered when estimating expected forfeitures,
including types of awards, employee class and historical experience. To the extent actual results or updated estimates differ from current
estimates; such amounts will be recorded as a cumulative adjustment in the period estimates are revised.
Impact of Inflation
Inflation as measured by consumer price indices has continued at a low level in most of the countries in which the Company operates.
New Accounting Pronouncements

Refer to discussion of new accounting pronouncements in Note 1 to the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk

One of the Company’s market risks is its exposure to the impact of interest rate changes. The Company has elected to manage this risk
through the maturity structure of its borrowings, interest rate swaps, and the currencies in which it borrows. The Company has previously set
a target, over time, of having approximately half of its borrowings with fixed rates based either on the stated terms or through the use of
interest rate swap agreements. As discussed earlier, the Company’s borrowings under its current credit agreement carry a variable interest rate,
but the agreement requires the Company to maintain a fixed interest rate on at least 40 percent of total debt during the term of the loan, which
is consistent with the terms of the Company’s previous credit agreement. In September 2007, the Company entered into four interest rate swap
agreements with notional values totaling $325 million that expire in 2012. Under the terms of these swap agreements, the Company will receive
a floating rate equal to the 3 month U.S. dollar LIBOR and pay a weighted average fixed rate of about 4.8 percent. The swap agreements
combined with a contractual spread dictated by the credit agreement, and 75 basis points as of December 27, 2008, gave the Company an all-in
effective rate of about 5.5 percent on these borrowings as of the end of 2008.
During 2008, the Company entered into forward interest rate agreements that swap the Company’s LIBOR based floating obligation into
points as of December 27, 2008
The above interest rate swaps entered into in 2007 and 2008, effectively fixed the interest rates on $525 million of the Company’s debt for
2009 and $425 million in 2010, decreasing the Company’s exposure from the impact of interest rate changes. If short-term interest rates varied in
2009 by 10 percent with all other variables remaining constant, the Company’s annual interest expense would not be significantly impacted.
A significant portion of the Company’s sales and profit comes from its international operations. Although these operations are
geographically dispersed, which partially mitigates the risks associated with operating in particular countries, the Company is subject to the
usual risks associated with international operations. These risks include local political and economic environments, and relations between
foreign and U.S. governments.
Another economic risk of the Company is exposure to foreign currency exchange rates on the earnings, cash flows and financial position
of the Company’s international operations. The Company is not able to project in
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any meaningful way the possible effect of these fluctuations on translated amounts or future earnings. This is due to the Company’s
constantly changing exposure to various currencies, the fact that all foreign currencies do not react in the same manner in relation to the U.S.
dollar and the large number of currencies involved, although the Company’s most significant exposures are to the euro and Mexican peso.
Although this currency risk is partially mitigated by the natural hedge arising from the Company’s local product sourcing in many
markets, a strengthening U.S. dollar generally has a negative impact on the Company. In response to this fact, the Company uses financial
instruments, such as forward contracts, to hedge its exposure to certain foreign exchange risks associated with a portion of its investment in
international operations. In addition to hedging against the balance sheet impact of changes in exchange rates, the hedge of investments in
international operations also has the effect of hedging a portion of cash flows from those operations. The Company also hedges with these
instruments certain other exposures to various currencies arising from amounts payable and receivable, non-permanent intercompany loans
and forecasted purchases.
While the Company’s hedges of its equity in its foreign subsidiaries and its fair value hedges of balance sheet risks all work together to
mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows as they are settled. For the year
ended December 27, 2008, the cash flow impact of these currency hedges was an outflow of $30.8 million.
The U.S. dollar equivalent of the Company’s most significant net open hedge positions as of December 27, 2008 were to sell euro $45.1
million; Japanese yen $29.9 million; Swiss francs $15.7 million; Mexican pesos $14.3 million; and Russian rubles $14.3 million; and to buy New
Zealand dollars $6.7 million; and Indonesian rupiah $6.1 million. In agreements to sell foreign currencies in exchange for U.S. dollars, for
example, an appreciating dollar versus the opposing currency would generate a cash inflow for the Company at settlement with the opposite
result in agreements to buy foreign currencies for U.S. dollars. The above noted notional amounts change based upon changes in the
Company’s outstanding currency exposures. Based on rates existing as of December 27, 2008, the Company was in a net payable position of
approximately $4.4 million related to its currency hedges, which upon settlement could have a significant impact on the Company’s cash flow.
The Company records the impact of forward points in net interest expense.
A precise calculation of the impact of currency fluctuations is not practical since some of the contracts are between non-U.S. dollar
currencies. The Company continuously monitors its foreign currency exposure and may enter into additional contracts to hedge exposure in
the future. See further discussion regarding the Company’s hedging activities for foreign currency in Note 7 to the Consolidated Financial
Statements.
The Company is subject to credit risks relating to the ability of counterparties of hedging transactions to meet their contractual payment
obligations. The risks related to creditworthiness and nonperformance have been considered in the determination of fair value for the
Company’s foreign currency forward exchange contracts and interest rate swaps. The Company continues to closely monitor its
counterparties and will take action, as appropriate and possible, to further manage its counterparty credit risk.
The Company is also exposed to rising material prices in its manufacturing operations and in particular the cost of oil and natural gas-
based resins. This is the primary material used in production of most Tupperware® products and the Company currently estimates that it will
utilize just over $100 million of resins in its production of Tupperware® products during 2009. The Company uses many different kinds of
resins in its products. About two-thirds of its resins are “polyolefins” (simple chemical structure, easily refined from oil), and as such the price
of these is strongly affected by the underlying price of oil. The remaining one-third of its resins are more highly engineered, where the price of
oil plays a less direct role in determining price. With a comparable product mix, a 10 percent fluctuation in the cost of resin would impact the
Company’s annual cost of sales by about $10 million compared with the prior year. For 2008, the Company’s estimates its cost of sales of the
Tupperware® products it produced was adversely impacted by about $10 million due to resin cost changes as compared with 2007. The
Company partially manages this risk by utilizing a centralized procurement function that is able to
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take advantage of bulk discounts while maintaining multiple suppliers and also enters into short-term pricing arrangements. It also manages its
margin through the pricing of its products, with price increases generally in line with consumer inflation in each market, and its mix of sales
through its promotional programs and discount offers. It may also, on occasion, make advance material purchases to take advantage of current
favorable pricing. At this point in time, the Company has determined that entering forward contracts for resin prices is not cost beneficial and
has no such contracts in place. However, should circumstances warrant, the Company may consider such contracts in the future.
The Company’s program to sell land held for development is also exposed to the risks inherent in the real estate development process.
Included among these risks are the ability to obtain all government approvals, the success of buyers in attracting tenants for commercial or
residential developments in the Orlando real estate market or obtaining financing and general economic conditions, such as interest rate
increases. The Company’s land sale program was negatively impacted in 2008 and 2007 by the credit crisis in the United States which is
expected to delay the completion of the program.
Forward-Looking Statements
Certain written and oral statements made or incorporated by reference from time to time by the Company or its representatives in this
report, other reports, filings with the Securities and Exchange Commission, press releases, conferences or otherwise are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this report or elsewhere that are not
based on historical facts or information are forward-looking statements. Such forward-looking statements involve risks and uncertainties
which may cause actual results to differ materially from those projected in forward-looking statements. Such risks and uncertainties include,
among others, the following:
• successful recruitment, retention and productivity levels of the Company’s independent sales forces;
• disruptions caused by the introduction of new distributor operating models or sales force compensation systems;
• success of new products and promotional programs;
• the ability to implement appropriate product mix and pricing strategies;
• the impact of changes in consumer spending patterns and preferences, particularly given the global nature of the Company’s
business;
• the value of long-term assets, particularly goodwill and indefinite lived intangibles associated with acquisitions, and the realizability
of the value of recognized tax assets;
• increases in plastic resin prices;
• the introduction of Company operations in new markets outside the United States;
• general economic and business conditions in markets, including social, economic, political and competitive uncertainties;
• changes in cash flow resulting from debt payments, share repurchases and hedge settlements;
• the impact of substantial currency fluctuations on the results of foreign operations and the cost of sourcing foreign products and
the success of foreign hedging and risk management strategies;
• the ability to repatriate or otherwise make available cash in the United States and to do so at a favorable foreign exchange rate;
• the ability to obtain all government approvals on and to control the cost of infrastructure obligations associated with land
development;
• the success of land buyers in attracting tenants for commercial and residential development and obtaining financing;
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• the costs and covenant restrictions associated with the Company’s credit agreement;
• integration of non-traditional product lines into Company operations;
• the effect of legal, regulatory and tax proceedings, as well as restrictions imposed on the Company operations or Company
representatives by foreign governments;
• the impact of changes in tax or other laws;
• the Company’s access to financing; and
• other risks discussed in Item 1A, Risk Factors, as well as the Company’s Consolidated Financial Statements, notes, other financial
information appearing elsewhere in this report and the Company’s other filings with the United States Securities and Exchange
Commission.
The Company does not intend to update forward-looking information other than in its quarterly earnings releases unless it expects
diluted earnings per share for the current quarter, excluding adjustment items, to be significantly below its previous guidance.
Investors should also be aware that while the Company does, from time to time, communicate with securities analysts, it is against the
Company’s policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, it should
not be assumed that the Company agrees with any statement or report issued by any analyst irrespective of the content of the confirming
financial forecasts or projections issued by others.
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Item 8. Financial Statements and Supplementary Data
Tupperware Brands Corporation

Consolidated Statements of Income
Ye ar En de d
De ce m be r 27, De ce m be r 29, De ce m be r 30,
(In millions, except per share amounts) 2008 2007 2006
Net sales $ 2,161.8 $ 1,981.4 $ 1,743.7
Cost of products sold 764.1 695.4 615.0
Gross margin 1,397.7 1,286.0 1,128.7
Delivery, sales and administrative expense 1,161.0 1,083.4 981.5
Re-engineering and impairment charges, net 9.0 9.0 7.6
Impairment of goodwill and intangible assets 9.0 11.3 —
Gains on disposal of assets including insurance recoveries, net 24.9 11.8 12.5
Operating income 243.6 194.1 152.1
Interest income 4.8 3.8 8.1
Interest expense 41.7 53.0 55.1
Other expense 4.8 3.5 1.3
Income before income taxes 201.9 141.4 103.8
Provision for income taxes 40.5 24.5 9.6
Net income $ 161.4 $ 116.9 $ 94.2
Basic earnings per common share $ 2.62 $ 1.92 $ 1.57
Diluted earnings per common share $ 2.56 $ 1.87 $ 1.54
The accompanying notes are an integral part of these financial statements.
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Consolidated Balance Sheets
De ce m be r 27, De ce m be r 29,
(In millions, except share amounts) 2008 2007
ASSETS
Cash and cash equivalents $ 124.8 $ 102.7
Accounts receivable, less allowances of $27.4 million in 2008 and $29.7 million in 2007 163.6 161.0
Inventories 277.3 269.9
Deferred income tax benefits, net 62.1 100.2
Non-trade amounts receivable, net 52.2 35.6
Prepaid expenses and other current assets 23.8 30.1
Total current assets 703.8 699.5
Deferred income tax benefits, net 349.7 293.7
Property, plant and equipment, net 245.4 266.0
Long-term receivables, less allowances of $19.9 million in 2008 and $20.9 million in 2007 26.3 37.8
Trademarks and tradenames 171.2 203.9
Other intangible assets, net 17.9 28.7
Goodwill 276.1 306.9
Other assets, net 25.2 32.2
Total assets $ 1,815.6 $ 1,868.7
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable $ 154.0 $ 137.5
Short-term borrowings and current portion of long-term debt and capital lease obligations 3.8 3.5
Accrued liabilities 293.7 309.3
Total current liabilities 451.5 450.3
Long-term debt and capital lease obligations 567.4 589.8
Other liabilities 322.7 305.9
Shareholders’ equity:
Preferred stock, $0.01 par value, 200,000,000 shares authorized; none issued — —
Common stock, $0.01 par value, 600,000,000 shares authorized; 62,367,289 shares issued 0.6 0.6
Paid-in capital 56.4 38.8
Subscriptions receivable — (2.3)
Retained earnings 743.2 657.8
Treasury stock 66,851 and 845,376 shares in 2008 and 2007, respectively, at cost (1.6) (26.1)
Accumulated other comprehensive loss (324.6) (146.1)
Total shareholders’ equity 474.0 522.7
Total liabilities and shareholders’ equity $ 1,815.6 $ 1,868.7
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Consolidated Statements of Shareholders’ Equity and Comprehensive Income
Total C om p-
C om m on S tock Tre asu ry S tock S u b- Accum u late d S h are re h e n sive
Paid-In scriptions Re tain e d O the r C om p- h olde rs’ Incom e
(In millions) S h are s Dollars S h are s Dollars C apital Re ce ivable Earn ings re h e n sive Loss Equ ity (Loss)
December 31, 2005 62.4 $ 0.6 1.9 ($51.7) $ 22.0 ($12.7) $ 577.4 ($200.1) $ 335.5
Net income 94.2 94.2 94.2
Other comprehensive income:
Foreign currency translation
adjustments 21.2 21.2 21.2
Net deferred gains on cash
flow hedges, net of tax of
$0.3 million 0.6 0.6 0.6
Comprehensive income $ 116.0
Cash dividends declared ($0.88 per
share) (53.4) (53.4)
Pension liability, net of tax benefit
of $6.1 million (12.5) (12.5)
Settlements of subscriptions
receivable 9.4 9.4
Stock and options issued for
incentive plans (0.1) 5.6 4.2 (4.3) 5.5
December 30, 2006 62.4 $ 0.6 1.8 ($46.1) $ 26.2 ($3.3) $ 613.9 ($190.8) $ 400.5
Net income 116.9 116.9 116.9
Other comprehensive income
(loss):
Foreign currency translation
adjustments 47.9 47.9 47.9
Net deferred losses on cash
flow hedges net of tax
benefit of $3.2 million (5.6) (5.6) (5.6)
Pension and post retirement
costs, net of tax of $0.6
million 2.4 2.4 2.4
Comprehensive income $ 161.6
Cash dividends declared ($0.88 per
share) (54.0) (54.0)
receivable 1.0 1.0
Repurchase of common stock 1.4 (41.6) (41.6)
FIN 48 adoption (2.2) (2.2)
Income tax benefit from stock and
option awards 5.5 5.5
incentive plans (2.4) 61.6 7.1 (16.8) 51.9
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Consolidated Statements of Shareholders’ Equity and Comprehensive Income—(Continued)
Total
C om m on S tock Tre asu ry S tock S u b- Accum u late d S h are C om p-
Paid-In scriptions Re tain e d O the r C om p- h olde rs’ re h e n sive
(In millions) S h are s Dollars S h are s Dollars C apital Re ce ivable Earn ings re h e n sive Loss Equ ity Incom e (Loss)
December 29, 2007 62.4 $ 0.6 0.8 ($26.1) $ 38.8 ($2.3) $ 657.8 ($146.1) $ 522.7
Net income 161.4 161.4 161.4
Other comprehensive loss:
Foreign currency
translation adjustments (151.3) (151.3) (151.3)
Net settlement of deferred
losses on cash flow
hedges, net of tax
benefit of $8.1 million (14.3) (14.3) (14.3)
Pension and post
retirement costs, net of
tax benefit of $3.4
million (12.9) (12.9) (12.9)
Comprehensive income ($ 17.1)
Cash dividends declared ($0.88
per share) (54.6) (54.6)
receivable 2.3 2.3
Repurchase of common stock 0.6 (22.7) (22.7)
Income tax benefit from stock
and option awards 9.4 9.4
Modification of stock awards 1.6 1.6
incentive plans (1.3) 47.2 6.6 (21.4) 32.4
December 27, 2008 62.4 $ 0.6 0.1 ($1.6) $ 56.4 $ — $ 743.2 ($324.6) $ 474.0
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Consolidated Statements of Cash Flows
Ye ar En de d
De ce m be r 27, De ce m be r 29, De ce m be r 30,
(In millions) 2008 2007 2006
Operating activities:
Net income $ 161.4 $ 116.9 $ 94.2
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 60.6 63.5 72.9
Equity compensation 8.5 7.6 6.6
Amortization and write off of deferred debt costs and gains 1.0 8.7 3.2
Net gains on disposal of assets, including insurance recoveries (24.9) (13.2) (10.7)
Provision for bad debts 9.1 14.2 8.3
Net impact of write-down of inventories and change in LIFO reserve 13.8 10.4 6.4
Non-cash impact of re-engineering and impairment costs 10.1 14.5 0.4
Net change in deferred income taxes (19.8) (11.7) (10.1)
Excess tax benefits from share-based payment arrangements (8.2) (2.2) —
Changes in assets and liabilities:
Accounts and notes receivable (11.9) (15.4) (21.3)
Inventories (51.3) (36.9) 5.4
Non-trade amounts receivable 2.2 (1.7) 10.1
Prepaid expenses 5.2 (1.6) (1.3)
Other assets 0.9 3.2 (0.2)
Accounts payable and accrued liabilities 0.6 31.5 18.8
Income taxes payable (10.2) (16.5) (4.0)
Other liabilities (4.4) 1.6 3.2
Proceeds from insurance recoveries, net of costs 19.5 — —
Net cash impact from hedging activity (30.8) 4.3 (9.1)
Other (0.4) 0.2 —
Net cash provided by operating activities 131.0 177.4 172.8
Investing activities:
Capital expenditures (54.4) (50.3) (52.1)
Purchase of direct selling businesses of Sara Lee Corporation — — (104.9)
Proceeds from disposal of property, plant and equipment 6.5 17.9 21.0
Proceeds from insurance recoveries 8.8 7.4 4.5
Net cash used in investing activities (39.1) (25.0) (131.5)
Financing activities:
Dividend payments to shareholders (54.4) (53.8) (53.3)
Proceeds from exercise of stock options 24.6 45.3 7.4
Proceeds from payments of subscriptions receivable 1.8 0.3 0.5
Repurchase of common stock (22.7) (41.6) —
Proceeds from issuance of term debt — 597.1 —
Repayment of long-term debt and capital lease obligations (21.5) (704.2) (75.8)
Net change in short-term debt (2.5) (0.9) (1.3)
Excess tax benefits from share-based payment arrangements 8.2 2.2 —
Net cash used in financing activities (66.5) (155.6) (122.5)
Effect of exchange rate changes on cash and cash equivalents (3.3) 3.7 1.9
Net change in cash and cash equivalents 22.1 0.5 (79.3)
Cash and cash equivalents at beginning of year 102.7 102.2 181.5
Cash and cash equivalents at end of year $ 124.8 $ 102.7 $ 102.2
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Notes to the Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies

Principles of Consolidation. The Consolidated Financial Statements include the accounts of Tupperware Brands Corporation and all of
its subsidiaries (Tupperware Brands, the Company). All significant intercompany accounts and transactions have been eliminated. The
Company acquired the direct selling businesses of Sara Lee Corporation on December 5, 2005 (the “Acquisition” or the “Acquired Units”).
The Company’s fiscal year ends on the last Saturday of December. As a result, the 2008, 2007 and 2006 fiscal years contain 52 weeks.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from these estimates.
Cash and Cash Equivalents. The Company considers all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents. As of December 27, 2008 and December 29, 2007, $23.1 million and $22.4 million, respectively, of the cash
and cash equivalents included on the Consolidated Balance Sheets were held in the form of time deposits, certificates of deposit, or similar
instruments.
Included in the cash balance of $124.8 million reported at the end of 2008, the Company had a cash balance of $16.1 million denominated
in Venezuelan bolivars. The balance was primarily a result of favorable operating cash flows in the market. Due to Venezuelan government
restrictions on transfers of cash out of the country and control of exchange rates, the Company can not immediately repatriate this cash
at the exchange rate used to translate the Venezuelan bolivars into U.S. dollars for inclusion on the Company’s Consolidated Balance Sheet. It
has applied for authorization to transfer approximately $7.4 million of the balance out of the country at the exchange rate used to translate the
underlying Venezuelan bolivars to U.S. dollars for inclusion on the Consolidated Balance Sheet. The Company believes it could immediately
repatriate the cash from Venezuela, but only at an exchange rate currently about 60 percent less favorable. This would result in the Company
having fewer U.S. dollars than currently reported as a component of cash and cash equivalents on its Consolidated Balance Sheet with the
difference recorded as a foreign exchange loss in its Consolidated Income Statement. Also included in the Company’s cash balance at the end
of 2008 was cash of $24.0 million in China and $11.7 million in India, which the Company is currently working to efficiently make available
outside of those countries.
Allowance for Doubtful Accounts. The Company maintains current and long-term receivable amounts with most of its independent
distributors and sales force in certain markets. The Company regularly monitors and assesses its risk of not collecting amounts owed to it by
customers. This evaluation is based upon an analysis of amounts currently and past due along with relevant history and facts particular to the
customer. It is also based upon estimates of distributor business prospects, particularly related to the evaluation of the recoverability of long-
term amounts due. This evaluation is performed market by market and account by account based upon historical experience, market
penetration levels, access to alternative channels and similar factors. It also considers collateral of the customer that could be recovered to
satisfy debts. The Company records its allowance for uncollectible accounts based on the results of this analysis. The analysis requires the
Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for
doubtful accounts.
Inventories. Inventories are valued at the lower of cost or market. Inventory cost includes cost of raw material, labor and overhead.
Domestically produced Tupperware inventories, approximately three percent and one percent of consolidated inventories at December 27, 2008
and December 29, 2007, respectively, are valued on the last-in, first-out (LIFO) cost method. The first-in, first-out (FIFO) cost method is used
for the remaining inventories. If inventories valued on the LIFO method had been valued using the FIFO method, they would have
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been $1.5 million higher at the end of both 2008 and 2007, respectively. The Company writes down its inventory for obsolescence or
unmarketability in an amount equal to the difference between the cost of the inventory and estimated market value based upon expected future
demand and pricing. The demand and pricing is estimated based upon the historical success of product lines as well as the projected success
of promotional programs, new product introductions and new markets or distribution channels. The Company prepares projections of demand
and pricing on an item by item basis for all of its products. If inventory on hand exceeds projected demand or the expected selling price is less
than the carrying value, the excess is written down to its net realizable value. However, if actual demand or expected pricing is less than
projected by management, additional write-downs may be required.
Internal Use Software Development Costs. The Company capitalizes internal use software development costs as they are incurred and
amortizes such costs over their estimated useful lives of three to five years beginning when the software is placed in service. Net unamortized
costs included in property, plant and equipment were $11.4 million and $14.4 million at December 27, 2008 and December 29, 2007, respectively.
Amortization cost related to internal use software development costs totaled $3.9 million, $4.9 million and $4.1 million in 2008, 2007 and 2006,
respectively.
Property, Plant and Equipment. Property, plant and equipment are initially stated at cost. Depreciation is determined on a straight-line
basis over the following estimated useful lives of the assets:
Building and improvements 10 – 40 years

Molds 4 – 10 years
Production equipment 10 – 20 years
Distribution equipment 3 – 5 years
Computer/telecom equipment 3 – 5 years
Capitalized software 3 – 5 years
Depreciation expense was $47.7 million, $45.0 million and $43.7 million in 2008, 2007 and 2006, respectively. The Company considers the
need for an impairment review when events occur that indicate that the book value of a long-lived asset may exceed its recoverable value.
Impairments are discussed further in Note 2 to the Consolidated Financial Statements. Upon the sale or retirement of property, plant and
equipment, a gain or loss is recognized equal to the difference between sales price and net book value. Expenditures for maintenance and
repairs are charged to cost of products sold or delivery, sales and administrative (DS&A) expense, depending on the asset to which the
expenditure relates.
Goodwill. The Company’s recorded goodwill relates primarily to that generated by its acquisition of BeautiControl in October 2000, and
the Sara Lee Direct Selling businesses (the Acquisition or Acquired Units) in December 2005. The Company conducts an annual impairment
test of its recorded goodwill in the second and third quarter of each year related to BeautiControl and Acquired Units, respectively.
Additionally, in the event of a change in circumstances that leads the Company to determine that a triggering event for impairment testing has
occurred, a test is completed at that time. The impairment test for goodwill involves comparing the fair value of the reporting units to their
carrying amounts. If the carrying amount of a reporting unit exceeds its fair value, a second step is required to measure for a goodwill
impairment loss. This step revalues all assets and liabilities of the reporting unit to their current fair values and then compares the implied fair
value of the reporting unit’s goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds
the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.
The valuation of goodwill is dependent upon the estimated fair market value of BeautiControl’s operations both in North America and
internationally, and the operations of the Acquired Units businesses which include six individual reporting units. Fair value of the reporting
units is determined by the Company using either the income approach or a combination of the income and market approach with a greater
weighting on the income approach (75 percent). The income approach, or discounted cash flow approach, requires significant assumptions to
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determine the fair value of each reporting unit. The significant assumptions used in the income approach include estimates regarding future
operations and the ability to generate cash flows including projections of revenue, costs, utilization of assets and capital requirements. It also
requires estimates as to the appropriate discount rates to be used. Goodwill is further discussed in Note 6 to the Consolidated Financial
Statements.
Intangible Assets. Intangible assets are recorded at their fair market values at the date of acquisition in accordance with the provisions of
SFAS 141, Business Combinations, and definite lived intangibles are amortized over their estimated useful lives in accordance with SFAS 142,
Goodwill and Other Intangible Assets. The intangible assets included in the Company’s Consolidated Financial Statements at December 27,
2008 and December 29, 2007 are primarily related to the Acquisition in December 2005. The weighted average estimated useful lives of the
Company’s intangible assets are as follows:
W e ighte d Ave rage

Use ful Life
Trademarks and tradenames Indefinite
Sales force relationships—single level 6 – 8 years
Sales force relationships—multi tier 10 –12 years
Acquired proprietary product formulations 3 years
The Company’s indefinite lived intangible assets are evaluated for impairment annually similarly to goodwill, as discussed above. The
fair value of these assets are determined using the relief from royalty method, which is a form of the income approach. In this method, the value
of the asset is calculated by selecting royalty rates, which estimate the amount a company would be willing to pay for the use of the asset.
These rates are applied to the Company’s projected revenue, tax affected and discounted to present value using an appropriate rate.
The Company’s definite lived intangible assets consist of the value of the acquired independent sales force and product formulations.
The Company amortizes project formulas over a straight line basis and as of December 27, 2008, this asset was fully amortized. The sales force
is amortized to reflect the estimated turnover rates of the sales force acquired and is included in DS&A on the Consolidated Statements of
Income.
Intangible assets are further discussed in Note 6 to the Consolidated Financial Statements.
Promotional and Other Accruals. The Company frequently makes promotional offers to members of its independent sales force to
encourage them to fulfill specific goals or targets for sales levels, party attendance, recruiting of new sales force members or other business-
critical functions. The awards offered are in the form of cash, product awards, special prizes or trips.
A program is generally designed to recognize sales force members for achieving a primary objective. An example is to reward the
independent sales force for recruiting new sales force members. In this situation, the Company offers a prize to sales force members that
achieve a targeted number of recruits over a specified period. The period runs from a couple of weeks to several months. The prizes are
generally graded in that meeting one level may result in receiving a piece of jewelry with higher achievement resulting in more valuable prizes
such as televisions and trips. Similar programs are designed to reward current sales force members who reach certain goals by promoting them
to a higher level in the organization where their earning opportunity would be expanded and they would take on additional responsibilities for
recruiting new sales force members and providing training and motivation to new and existing sales force members. Other business drivers
such as scheduling parties, increasing the number of sales force members holding parties or increasing end consumer attendance at parties
may also be the focus of a program.
The Company also offers cash awards for achieving targeted sales levels. These types of awards are generally based upon the sales
achievement of at least a mid-level member of the sales force and his or her down-line members. The down-line consists of those sales force
members that have been recruited directly by a given sales force member, as well as those recruited by his or her recruits. In this manner, sales
force members
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can build an extensive organization over time if they are committed to recruiting and developing their units. In addition to the bonus, the
positive performance of a unit may also entitle its leader to the use of a company-provided vehicle and in some cases, the permanent awarding
of a vehicle. Similar to the prize program noted earlier, these programs generally offer varying levels of vehicles that are dependent upon
performance.
The Company accrues for the costs of these awards during the period over which the sales force qualifies for the award and reports
these costs primarily as a component of DS&A expense. These accruals require estimates as to the cost of the awards based upon estimates of
achievement and actual cost to be incurred. During the qualification period, actual results are monitored and changes to the original estimates
that are necessary are made when known. Promotional expenses included in DS&A expense totaled $373.8 million, $341.9 million and $297.3
million in 2008, 2007 and 2006, respectively.
Like promotional accruals, other accruals are recorded at the time when the liability is probable and the amount is reasonably estimable.
Adjustments to amounts previously accrued are made when changes in the facts and circumstances that generated the accrual occur.
Revenue Recognition. Revenue is recognized when goods are shipped to customers, the risks and rewards of ownership have passed to
the customer who, in most cases, is one of the Company’s independent directors or distributors or a member of its independent sales force and
when collection is reasonably assured. When revenue is recorded, estimates of returns are made and recorded as a reduction of revenue.
Discounts earned based on promotional programs in place, volume of purchases or other factors are also estimated at the time of revenue
recognition and recorded as a reduction of that revenue.
Shipping and Handling Costs. The cost of products sold line item includes costs related to the purchase and manufacture of goods sold
by the Company. Among these costs are inbound freight charges, purchasing and receiving costs, inspection costs, depreciation expense,
internal transfer costs, and warehousing costs of raw material, work in process and packing materials. The warehousing and distribution costs
of finished goods are included in DS&A expense. Distribution costs are comprised of outbound freight and associated labor costs. Fees billed
to customers associated with the distribution of its products are classified as revenue. The shipping and handling costs included in DS&A
expense in 2008, 2007 and 2006 were $128.5 million, $111.9 million and $111.0 million respectively.
Advertising and Research and Development Costs. Advertising and research and development costs are charged to expense as
incurred. Advertising expense totaled $16.4 million, $14.4 million and $14.7 million in 2008, 2007 and 2006, respectively. Research and
development costs totaled $18.7 million, $17.6 million and $15.6 million, in 2008, 2007 and 2006, respectively. Research and development
expenses primarily include salaries, contractor costs and facility costs. Both advertising and research and development costs are included in
DS&A expense.
Accounting for Stock-Based Compensation. The Company has several stock-based employee and director compensation plans, which
are described more fully in Note 14 to the Consolidated Financial Statements. Effective January 1, 2006, the Company adopted the provisions
of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment, and related interpretations, or SFAS 123(R), to account for
stock-based compensation using the modified prospective transition method and therefore did not restate prior period results. SFAS 123(R)
supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and revises guidance in SFAS 123,
Accounting for Stock-Based Compensation. Among other things, SFAS 123(R) requires that compensation expense be recognized in the
financial statements for share-based awards based on the grant date fair value of those awards. The modified prospective transition method
applies to (a) unvested stock options outstanding as of December 31, 2005 and (b) any new share-based awards granted subsequent to
December 31, 2005. Stock-based compensation expense also includes the cumulative effect of estimating forfeitures as part of the fair value
measurement that the Company previously accounted for based on actual activity. This change had no material impact on results of
operations.
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Outstanding unvested awards under the Company’s plans vest over periods up to three years. Compensation cost for options are
recorded straight line over the required service period. The fair value of the stock option grants was estimated using the Black-Scholes option-
pricing model with the following assumptions: dividend yield of 2.6 percent for 2008, 3.3 percent for 2007 and 4.3 percent for 2006; expected
volatility of 35 percent for 2008, 28 percent for 2007 and 27 percent for 2006; risk-free interest rates of 2.9 percent for 2008, 4.0 percent for 2007
and 4.6 percent for 2006; and expected lives of 8 years for 2008 and 6 years for 2007 and 2006. Prior to 2008, the Company used the simplified
method as allowed under SEC Staff Accounting Bulletin No. 107 (SAB 107) to calculate the term of its stock options for purposes of the Black-
Scholes valuation. SAB 107 only allowed the simplified method to be used until December 31, 2007. As a result, the Company reviewed the
exercise history of all employees who had received stock options concluding that a 6 year term was still appropriate; however in 2008, the
Company decided to grant options primarily to officers of the Company compared with previous periods where options were granted to both
officers and non-officer employees. The Company reviewed the exercise history of the 2008 option grantees and concluded 8 years was
appropriate, as this specific group historically has held their options longer compared with all employees as a group, and this pattern was
expected to continue. In 2008, non-officer employees were mainly granted restricted stock or restricted stock units. Compensation expense
associated with stock option grants was $5.1 million, $4.2 million and $4.2 million in 2008, 2007 and 2006, respectively.
Compensation expense associated with restricted stock and restricted stock units is equal to the market value of the shares on the date
of grant and is recorded pro rata over the required service period. For those restricted stock grants with performance criteria, the expense is
recorded based on an assessment of achieving the criteria. Compensation expense associated with employee restricted stock and restricted
stock unit awards was $3.4 million, $3.0 million and $2.5 million in 2008, 2007 and 2006, respectively.
SFAS 123(R) requires the benefits associated with tax deductions in excess of recognized compensation cost, generated upon the
exercise of stock options, to be reported as a financing cash flow rather than as an operating cash flow as previously required. For the years
ended December 27, 2008 and December 29, 2007, the Company generated $8.2 million and $2.2 million of excess cash benefits from option
exercises, respectively, while for the year ended December 30, 2006, it did not generate any such benefits.
In January 2009, the terms of the then-outstanding stock options were modified to allow employees to net share settle when exercising
their stock options. This modification of the awards had no material impact.
Accounting for Asset Retirement Obligations. In March 2005, the FASB issued FASB Interpretation No. 47 Accounting for Conditional
Asset Retirement Obligations (FIN 47), which was issued to clarify the term “conditional asset retirement obligation” as used in SFAS, 143
Accounting for Asset Retirement Obligations, issued in June 2001. SFAS 143 refers to a company’s legal obligation to perform an asset
retirement activity in which the timing and (or) method of settlement are conditional on a future event that may or may not be within the control
of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or)
method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, a company is
required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably
estimated. The fair value of a liability for the conditional asset retirement obligation should be recognized when incurred-generally upon
acquisition, construction, or development and (or) through the normal operation of the asset. Uncertainty about the timing and (or) method of
settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information
exists. In the fourth quarter of 2005, the Company recognized a liability for the fair market value of conditional future obligations associated
with environmental issues at its manufacturing facilities in Belgium and the United States that the Company will be required to remedy at some
future date, when these assets are retired. The Company performs an annual evaluation of its obligations regarding this matter and is required
to record depreciation and costs associated with accretion of the obligation. This was not material for 2008, 2007 and 2006 and is not expected
to be material in the future.
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Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences
between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets also are
recognized for credit carryforwards. Deferred tax assets and liabilities are measured using the enacted rates applicable to taxable income in the
years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. An assessment is made as to whether
or not a valuation allowance is required to offset deferred tax assets. This assessment requires estimates as to future operating results as well
as an evaluation of the effectiveness of the Company’s tax planning strategies. These estimates are made on an ongoing basis based upon the
Company’s business plans and growth strategies in each market and consequently, future material changes in the valuation allowance are
possible.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (FIN 48). FIN 48 clarifies the
accounting for income taxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit
is recognized. The minimum threshold is defined in FIN 48 as a tax position that is more likely than not to be sustained upon examination by
the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the
position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized
upon ultimate settlement. FIN 48 must be applied to all existing tax positions upon initial adoption. FIN 48 was effective for years beginning
after December 15, 2006. As a result of adopting FIN 48 in 2007, a charge of $2.2 million to increase reserves for uncertain tax positions was
recognized with a corresponding decrease in the opening retained earnings balance.
In May 2007, FASB issued FASB Staff Position No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, (FSP FIN 48-1).
FSP FIN 48-1 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the
purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 clarifies that a tax position can be effectively settled upon the
completion of an examination by a taxing authority without being legally extinguished. FSP FIN 48-1 is effective upon the initial adoption of
FIN 48 and therefore was adopted by the Company in the beginning of fiscal 2007. The adoption of FSP FIN 48-1 did not have an impact on the
accompanying financial statements.
Interest and penalties related to tax contingency or settlement items are recorded as a component of the provision for income taxes in the
Company’s Consolidated Statements of Income. The Company records accruals for tax contingencies as a component of accrued liabilities or
other long-term liabilities on its balance sheet.
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Net Income Per Common Share. Basic per share information is calculated by dividing net income by the weighted average number of
shares outstanding. Diluted per share information is calculated by also considering the impact of potential common stock on both net income
and the weighted average number of shares outstanding. The Company’s potential common stock consists of employee and director stock
options, restricted stock and restricted stock units. Restricted stock and restricted stock units are excluded from the basic per share calculation
and are included in the diluted per share calculation when doing so would not be anti-dilutive. The common stock elements of the earnings per
share computations are as follows (in millions):
2008 2007 2006

Net income $161.4 $116.9 $94.2
Weighted-average shares of common stock outstanding 61.6 60.9 60.1
Common equivalent shares:
Assumed exercise of outstanding dilutive options, restricted stock and restricted stock units 1.5 1.7 1.1
Weighted-average common and common equivalent shares outstanding 63.1 62.6 61.2
Basic earnings per share $ 2.62 $ 1.92 $1.57
Diluted earnings per share $ 2.56 $ 1.87 $1.54
Potential common stock excluded from diluted earnings per share because inclusion would have been anti-
dilutive 1.1 0.6 2.5
Derivative Financial Instruments. The Company recognizes all derivative instruments as either assets or liabilities in its Consolidated
Balance Sheets and measures those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a
hedge. The accounting for changes in the value of a derivative accounted for as a hedge depends on the intended use of the derivative and
the resulting designation of the hedge exposure. Depending on how the hedge is used and the designation, the gain or loss due to changes in
value is reported either in earnings or initially in other comprehensive income. Gains or losses that are reported in other comprehensive income
eventually are recognized in earnings; with the timing of this recognition governed by SFAS 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149),
and SFAS 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities.
The Company uses derivative financial instruments, principally over-the-counter forward exchange contracts and local currency options
with major international financial institutions, to offset the effects of exchange rate changes on net investments in certain foreign subsidiaries,
forecasted purchases, certain intercompany loan transactions and the value of international cash flows. Gains and losses on instruments
designated as hedges of net investments in a foreign subsidiary or intercompany transactions that are permanent in nature are accrued as
exchange rates change, and are recognized in shareholders’ equity, as a component of comprehensive income. Forward points and option
costs associated with these net investment hedges are included in interest expense and other expense, respectively. Gains and losses on
contracts designated as hedges of intercompany transactions that are not permanent in nature are accrued as exchange rates change and are
recognized in income. Gains and losses on contracts designated as hedges of identifiable foreign currency forecasted purchases are deferred
and included in the measurement of the related foreign currency transaction. The Company utilizes interest rate swap agreements to convert a
portion of its floating rate U.S. dollar long-term debt to fixed rate U.S. dollar debt. Changes in the fair value of the swaps resulting from
changes in market interest rates are recorded as a component other comprehensive income. See Note 7 to the Consolidated Financial
Statements.
Foreign Currency Translation. Results of operations of foreign subsidiaries are translated into U.S. dollars using the average exchange
rates during the year. The assets and liabilities of those subsidiaries, other than those
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of operations in highly inflationary countries, if any, are translated into U.S. dollars using exchange rates at the balance sheet date. The related
translation adjustments are included in accumulated other comprehensive loss. Foreign currency transaction gains and losses, as well as re-
measurement of financial statements of subsidiaries in highly inflationary countries, if any, are included in income.
Product Warranty. Tupperware® brand products are guaranteed against chipping, cracking, breaking or peeling under normal non-
commercial use of the product. The cost of replacing defective products is not material.
New Accounting Pronouncements. In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 141 (Revised 2007) (SFAS 141R), Business Combinations. This statement will significantly change the
accounting for business acquisitions both during the period of the acquisition and in subsequent periods. SFAS 141R provides companies
with principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired,
liabilities assumed, and any noncontrolling interest in the acquiree as well as the recognition and measurement of goodwill acquired in a
business combination. SFAS 141R also requires certain disclosures to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. SFAS 141R applies prospectively to business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not currently expect the
adoption of SFAS 141R to have a material impact on its Consolidated Financial Statements.
In December 2007, the FASB issued SFAS No. 160 (SFAS 160), Noncontrolling Interests in Consolidated Financial Statements—An
Amendment of ARB No. 51. SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and
for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The Company does not
currently expect the adoption of SFAS 160 to have a material impact on its Consolidated Financial Statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133. SFAS 161 intends to improve financial reporting about
derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an
entity’s financial position, financial performance, and cash flows. SFAS 161 also requires disclosure about an entity’s strategy and objectives
for using derivatives, the fair values of derivative instruments and their related gains and losses. It is effective for fiscal years and interim
periods beginning after November 15, 2008, and will be applicable to the Company in the first quarter of fiscal 2009. The Company does not
expect the adoption of SFAS 161 to have a material impact on its Consolidated Financial Statements.
In April 2008, the FASB issued FASB Staff Position (FSP) 142-3, Determination of the Useful Life of Intangible Assets, (FSP 142-3). FSP
142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for fiscal years beginning after
December 15, 2008. The Company does not expect the adoption of FSP 142-3 to have a material impact on its Consolidated Financial
Statements.
In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, (FSP EITF 03-6-1). FSP EITF 03-6-1 clarified that all outstanding unvested share-based payment awards that contain
rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered
participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is
effective for fiscal years beginning after December 15, 2008. The Company does not expect the adoption of FSP EITF 03-6-1 to have a material
impact on its Consolidated Financial Statements.
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In June 2008, the FASB ratified EITF Issue No. 08-3, Accounting by Lessees for Maintenance Deposits Under Lease Arrangements,
(EITF 08-3). EITF 08-3 provides guidance for accounting for nonrefundable maintenance deposits. EITF 08-3 is effective for fiscal years
beginning after December 15, 2008. The Company does not expect the adoption of EITF 08-3 to have a material impact on its Consolidated
Financial Statements.
In December 2008, the FASB issued FSP 132(R)-1 Employers’ Disclosures about Postretirement Benefit Plan Assets. (FSP 132(R)-1). FSP
132(R)-1 provides guidance related to an employer’s disclosures about plan assets of defined benefit pension or other post-retirement benefit
plans and is effective for fiscal years ending after December 15, 2009. Under FSP 132(R)-1, disclosures are to provide users of financial
statements with an understanding of how investment allocation decisions are made, the factors that are pertinent to an understanding of
investment policies and strategies, the major categories of plan assets, the inputs and valuation techniques used to measure the fair value of
plan assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and
significant concentrations of risk within plan assets. The disclosures required by FSP 132(R)-1 will be included in the Company’s Consolidated
Financial Statements beginning with the financial statements for the year ended December 26, 2009.
Reclassifications. Certain prior year amounts have been reclassified in the Consolidated Financial Statements to conform to current year
presentation.
Note 2: Re-engineering Costs

The Company continually reviews its business models and operating methods for opportunities to increase efficiencies and/or align
costs with business performance. Pretax costs incurred in the re-engineering and impairment charges caption by category were as follows:
(In millions) 2008 2007 2006

Severance $ 7.1 $ 3.4 $ 7.5
Asset impairment/facility moving costs 1.9 5.6 0.1
Total re-engineering and impairment charges $9.0 $9.0 $7.6
In 2008, the Company recorded $7.1 million in severance cost related to headcount reductions primarily in Germany, BeautiControl and
France. The Company incurred re-engineering costs of $0.8 million for moving the Company’s BeautiControl North America and Belgian
manufacturing facilities to new locations. The Company also recorded costs of $0.9 million for impairment charges for obsolete software in the
South Africa beauty business, as well as various machinery and equipment in other manufacturing units. In 2008, the Company reached a
decision to begin selling beauty products in Brazil through the Tupperware sales force and cease operating the beauty business in Brazil. As a
result of this decision, the Company recorded a $0.2 million charge relating to the impairment of property, plant and equipment.
In 2007, the Company recorded $3.4 million in severance cost related to headcount reductions totaling 80 positions in Australia, France,
Japan, Mexico, the Philippines, the Netherlands, Thailand, Switzerland and Uruguay. The majority of the severance costs were from the
consolidation of certain operations in Australia, France, Netherlands, and Japan. In 2007, $1.2 million in re-engineering charges were recorded
associated with moving the Company’s BeautiControl North America manufacturing facility in Texas into a new facility located nearby. The
purpose of the move was to provide a more efficient manufacturing layout, as well as capacity for continued growth. Lease and related costs,
which were still due on the former BeautiControl manufacturing facility, were also included in the re-engineering charges. In the fourth quarter
of 2007, the Company incurred re-engineering costs of $0.8 million in relocating its Belgian manufacturing operations to the newly built facility.
The Company also recorded $3.6 million in impairment charges primarily related to its South Carolina, BeautiControl and Japanese
manufacturing and distribution operations. These impairment charges related to assets that are no longer being utilized and where the value
was estimated to be lower than the assets’ carrying values.
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In 2006, the Company recorded $7.5 million of severance costs related primarily to actions taken to reduce headcount at the Company’s
Canada, Philippines, Australia and European marketing and manufacturing operations. In total, approximately 260 positions were eliminated
primarily in the Philippines and Europe. The asset impairment cost of $0.1 million was associated with the write down of assets at the
Company’s Philippines manufacturing facility. The written down values were based on the assets’ then current fair market value.
Pretax costs incurred in connection with the re-engineering program included above and allocated to cost of products sold and DS&A
were as follows:
(In millions) 2008 2007 2006

Re-engineering and impairment charges $ 9.0 $ 9.0 $ 7.6
Delivery, sales and administrative 1.1 — —
Cost of products sold 1.8 — —
Total pretax re-engineering costs $11.9 $ 9.0 $ 7.6
In 2008, the amounts in cost of products sold and delivery, selling and administrative expense were recorded in connection with the
decision to sell beauty products through the Tupperware sales force in Brazil.
The balances, included in accrued liabilities, related to re-engineering and impairment charges as of December 27, 2008, December 29,
2007 and December 30, 2006 were as follows:
(In millions) 2008 2007 2006

Beginning balance $ 2.3 $ 0.6 $ 1.7
Provision 9.0 9.0 7.6
Cash expenditures:
Severance (6.2) (3.5) (8.6)
Other (1.8) (0.2) —
Non-cash asset impairments (1.1) (3.6) (0.1)
Ending Balance $ 2.2 $ 2.3 $ 0.6
Of the total accrual at December 27, 2008, $0.4 million related to lease payments, net of expected sub-lease income, remaining on the
vacated BeautiControl North America manufacturing facility. The remaining lease term runs through the third quarter of 2009. The bulk of the
remaining balance of the accrual relates to severance payments expected to be made in several other markets by the end of 2009.
Note 3: Inventories
(In millions) 2008 2007
Finished goods $ 197.3 $ 186.4
Work in process 18.3 18.3
Raw materials and supplies 61.7 65.2
Total inventories $277.3 $269.9
During 2007, the Company decreased the LIFO reserve by $2.1 million mainly due to a fire at its South Carolina facility destroying some
of the LIFO inventory held at that location.
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Note 4: Property, Plant and Equipment

Land $ 40.2 $ 40.5
Buildings and improvements 198.9 208.4
Molds 561.6 572.5
Production equipment 271.1 278.0
Distribution equipment 37.0 36.9
Computer/telecom equipment 57.3 66.7
Furniture and fixtures 20.0 27.8
Capitalized software 50.2 49.7
Construction in progress 19.9 8.4
Total property, plant and equipment 1,256.2 1,288.9
Less accumulated depreciation (1,010.8) (1,022.9)
Property, plant and equipment, net $ 245.4 $ 266.0
Construction in progress includes $2.3 million in costs incurred to date to improve an existing warehouse at the Company’s Hemingway
facility in South Carolina, following the 2007 destruction of its main finished goods warehouse at that facility. The Company expects to spend
a total of $10.3 million and expects to complete construction in 2009.
Note 5: Accrued Liabilities

Income taxes payable $ 18.1 $ 25.7
Compensation and employee benefits 80.0 81.3
Advertising and promotion 58.6 54.2
Taxes other than income taxes 20.6 42.3
Pensions 2.2 1.1
Post-retirement benefit 3.7 4.2
Dividends payable 13.6 13.5
Foreign currency and interest rate swap contracts 38.5 17.0
Other 58.4 70.0
Total accrued liabilities $293.7 $309.3

Post-retirement benefit $ 37.1 $ 44.3
Pensions 105.6 81.1
Income taxes 51.9 44.5
Long-term deferred income tax 67.5 87.8
Long-term interest rate swap contracts 34.2 9.2
Other 26.4 39.0
Total other liabilities $322.7 $305.9
Note 6: Goodwill and Intangible Assets

The Company’s goodwill and intangible assets relate primarily to the December 2005 acquisition of the direct selling businesses of Sara
Lee Corporation (the Acquisition or Acquired Units) and the October 2000 acquisition of BeautiControl.
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The Company does not amortize its tradename intangible assets and goodwill. Instead, the Company tests these assets for impairment
annually, or more frequently if events or changes in circumstances indicate they may be impaired. The impairment test for the Company’s
tradenames involves comparing the estimated fair value of the assets to their carrying amounts to determine if a write-down to fair value is
required. If the carrying amount of a tradename exceeds its estimated fair value, an impairment charge is recognized in an amount equal to the
excess. The impairment test for goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill, and
after any intangible asset impairment charges. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to
measure for any goodwill impairment loss. This step revalues all assets and liabilities of the reporting unit to their current fair value and then
compares the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting
unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess.
As of September 29, 2007, the Company completed the annual review of goodwill and indefinite-lived intangible assets of the Acquired
Units. As a result of this review, the Nutrimetics goodwill and tradename were deemed to be impaired, resulting in a non-cash impairment
charge of $11.3 million. During the second quarter of 2008, the financial results of the Nutrimetics and NaturCare businesses were below
expectations and the Company lowered its forecast of future sales and profit below that used to value these tradenames in the Company’s
2007 annual impairment analysis. As a result of these factors, the Company performed interim impairment tests of these tradenames. The fair
values calculated were determined using a discounted cash flow model. The result of the interim impairment tests was to record a $6.5 million
impairment to the Nutrimetics tradename and a $2.5 million impairment to the NaturCare tradename in the second quarter of 2008. As of
September 2008, the Company completed the annual review of the value of its tradenames and goodwill for the Acquired Units. This review
resulted in the conclusion that no further write down of these assets was required.
Since the acquisition of these businesses, the Company has implemented certain strategies to realize its expectations as of the
acquisition date; however, it has taken longer than originally estimated for the benefits of these strategies to be fully realized. The impairment
charges recorded reflect the current expectation of future earnings and profits. If, in the future, the estimated fair value of the Company’s
tradenames or goodwill were to decline further, it would be necessary to record an additional non-cash impairment charge. The Nutrimetics
tradename is included in the Beauty Other segment and the NaturCare tradename is included in the Asia Pacific segment.
The Company has completed its annual reviews of the value of the goodwill associated with BeautiControl and concluded that there was
no impairment of the value of these assets.
The following table reflects goodwill allocated to each reporting segment at December 27, 2008 and December 29, 2007:
Be au ty TW
Asia North Be au ty North
(in millions) Eu rope Pacific Am e rica O the r Am e rica Total
Goodwill balance at December 30, 2006 $ 15.4 $ 24.1 $ 202.1 $ 68.1 $ 2.9 $ 312.6
Goodwill adjustment — — (9.2) — — (9.2)
Goodwill impairment — — — (5.9) — (5.9)
Effect of changes in exchange rates 0.2 1.1 0.2 7.9 — 9.4
Goodwill balance at December 29, 2007 15.6 25.2 193.1 70.1 2.9 306.9
Goodwill impairment — — — — — —
Effect of changes in exchange rates (4.4) 6.7 (24.7) (8.4) — (30.8)
Goodwill balance at December 27, 2008 $ 11.2 $ 31.9 $ 168.4 $ 61.7 $ 2.9 $276.1
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The Company continued to make through December 2006 adjustments to the purchase price associated with the Acquisition as the
valuation of assets and liabilities was finalized. The 2007 adjustment to goodwill relates to deferred tax assets in Mexico added in the
Acquisition.
The gross carrying amount and accumulated amortization of the Company’s intangible assets, other than goodwill, were as follows:
De ce m be r 27, 2008
Gross C arrying Accum u late d
(in millions) Value Am ortiz ation Ne t
Trademarks and tradenames $ 171.2 $ — $ 171.2
Sales force relationships—single level 27.9 19.5 8.4
Sales force relationships—multi tier 31.0 21.5 9.5
Acquired proprietary product formulations 3.3 3.3 —
Total intangible assets $ 233.4 $ 44.3 $189.1
De ce m be r 29, 2007
Gross C arrying Accum u late d
(in millions) Value Am ortiz ation Ne t
Trademarks and tradenames $ 203.9 $ — $ 203.9
Sales force relationships—single level 33.6 19.6 14.0
Sales force relationships—multi tier 31.1 17.7 13.4
Acquired proprietary product formulations 4.0 2.7 1.3
Total intangible assets $ 272.6 $ 40.0 $232.6
A summary of the identifiable intangible asset account activity is as follows:
Ye ar En ding
(in millions) 2008 2007
Beginning Balance $ 272.6 $ 265.4
Impairment of tradenames (9.0) (5.4)
Effect of changes in exchange rates (30.2) 12.6
Ending Balance $ 233.4 $ 272.6
Amortization expense was $9.0 million, $13.6 million and $23.7 million in 2008, 2007 and 2006, respectively. The estimated aggregate
annual amortization expense associated with the above intangibles for each of the five succeeding years is $5.1 million, $3.6 million, $2.5
million, $1.9 million and $1.3 million respectively.
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Note 7: Financing Arrangements

Debt Obligations
Debt obligations consisted of the following:

2007 term loan facility due 2012 $ 545.0 $ 565.0
8.33% Mortgage Note due 2009 — 4.6
Belgium facility capital lease 22.7 22.3
Other 3.5 1.4
571.2 593.3
Less current portion (3.8) (3.5)
Long-term debt $567.4 $589.8
(Dollars in millions) 2008 2007

Total short-term borrowings at year-end $ — $ —
Weighted average interest rate at year-end na na
Average short-term borrowings during the year $ 84.5 $ 60.2
Weighted average interest rate for the year 4.9% 6.5%
Maximum short-term borrowings during the year $ 128.8 $ 95.1
The average borrowings and weighted average interest rates were determined using month-end borrowings and the interest rates
applicable to them. As of December 27, 2008, the Company had no amounts outstanding under its $200 million revolving credit facility.
The mortgage note was a 10-year note amortized over a 22-year period with quarterly payments of principal and interest of $47,988 and
collateralized by certain real estate. In December 2008, the Company paid the remaining principal due on the note and the lien on the
collateralized real estate was released.
On September 28, 2007, the Company entered into an $800 million five-year senior secured credit agreement (“2007 Credit Agreement”)
consisting of a $200 million revolving credit facility and $600 million in term loans. Proceeds from the 2007 Credit Agreement were used to
repay the Company’s previous credit agreement dated December 5, 2005, which was obtained in conjunction with the closing of the
Acquisition. Quarterly principal payments of $1.5 million are due on the term loans beginning June 2008 with any remaining principal due in
September 2012; however, the agreement permits the Company to omit these payments if certain prepayments have been made during the
previous four quarters. The Company made such optional principal prepayments in December 2008 and 2007 totaling $16.7 million and $35.0
million, respectively. The debt under the 2007 Credit Agreement is secured by substantially all of the Company’s domestic assets, excluding
real estate, and capital stock of its domestic subsidiaries plus a 66 percent stock pledge of its significant foreign subsidiaries. The interest rate
charged on the outstanding borrowings under the revolving credit facility is a floating LIBOR base rate plus an applicable margin. The
applicable margin ranges from 0.625 percent to 1.25 percent and is determined quarterly by the Company’s leverage ratio, as defined in the
credit agreement. Although the 2007 Credit Agreement is a floating rate debt instrument the Company is required to maintain at least 40
percent of total outstanding debt at fixed rates, which is achieved through the use of interest rate swaps as further discussed below. As of
December 27, 2008, the applicable margin was 0.75 percent, resulting in an effective interest rate on outstanding borrowings of 4.6 percent, for
the Company’s LIBOR-based borrowings. As a result of terminating the previous credit agreement in September 2007, $6.1 million in deferred
debt fees and gains were written off and included in interest expense for the year ended December 29, 2007.
At December 27, 2008, the Company had $317.9 million of unused lines of credit, including $198.5 million under the committed, secured
$200 million revolving line of credit and $119.4 million available under various
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uncommitted lines around the world. The Company satisfies most of its short-term financing needs utilizing its committed, secured revolving
line of credit. Interest paid on total debt in 2008, 2007, and 2006 was $27.7 million, $52.9 million and $53.6 million, respectively.
During 2006, the Company renegotiated a line of credit with a financial institution in Australia. One of the terms of this credit facility
required the Company to grant to the lender a lien on certain real estate located in Australia. This line of credit totals $2.7 million, and is
included in the unused uncommitted lines of credit noted above. The real estate used to secure this line of credit had a book value of $5.3
million at the end of 2008.
Contractual maturities for long-term obligations at December 27, 2008 are summarized by year as follows (in millions):
Ye ar e n ding: Am ou n t
December 26, 2009 $ 3.8
December 25, 2010 7.8
December 31, 2011 7.9
December 29, 2012 534.3
December 28, 2013 1.4
Thereafter 16.0
Total $ 571.2
The 2007 Credit Agreement contains customary covenants. While the covenants are restrictive and could inhibit the Company’s ability
to borrow, pay dividends, acquire its own stock or make capital investments in its business, based on the Company’s current assumptions this
is not expected to occur.
The primary financial covenants are a fixed charge coverage ratio, a leverage ratio and an adjusted net worth requirement. The covenant
restrictions include adjusted covenant earnings and net worth measures that are non-GAAP measures. The non-GAAP measures may not be
comparable to similarly titled measures used by other entities and exclude unusual, non-recurring gains, certain non-cash charges and changes
in accumulated other comprehensive income. Discussion of these measures is presented here to provide an understanding of the Company’s
ability to borrow and to pay dividends should certain covenants not be met, and caution should be used when comparing this information
with that of other companies.
The Company’s fixed charge ratio is required to be in excess of 1.25 through the end of the third quarter of 2009, in excess of 1.40 through
the end of the third quarter of 2010 and in excess of 1.50 thereafter. The leverage ratio must be below 2.75 through the third quarter of 2009.
Beginning with the fourth quarter of 2009 the required ratio declines to 2.50 and remains at that level thereafter. The fixed charge and leverage
ratio covenants are based upon trailing four quarter amounts. The Company’s fixed charge and leverage ratios as of and for the 12 months
ended December 27, 2008 were 1.76 and 1.92, respectively.
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The adjusted net worth requirement was $494.7 million as of December 27, 2008. The requirement increases quarterly by 50 percent of the
Company’s consolidated net income, adjusted to eliminate up to $75 million of goodwill and intangible asset impairment charges recorded after
July 1, 2007. There is no adjustment for losses. The Company’s adjusted consolidated net worth at December 27, 2008 was $606.1 million.
As of
De ce m be r 27,
Adjuste d n e t worth (in millions) 2008
Minimum adjusted net worth required:
Base net worth per financial covenant $ 268.4
Plus 50% of net income after December 31, 2005, as adjusted 186.3
Plus net increase from equity issuances, certain share repurchase, etc. 40.0
Adjusted net worth required $ 494.7
Company’s adjusted net worth:
Total shareholders’ equity as of December 27, 2008 $ 474.0
Plus reductions resulting from foreign currency translation adjustments since year end 2005 82.2
Less increases resulting from tax benefit of employee stock option exercises (14.9)
Plus reduction resulting from cash flow hedges since year end 2005 19.3
Plus reduction resulting from SFAS 158 23.0
Plus reduction resulting from adoption of FIN 48 2.2
Plus reduction resulting from goodwill and intangible asset impairment charges recorded since July 1, 2007 20.3
Adjusted net worth $ 606.1
12 m on ths
e n de d
De ce m be r 27,
2008
Adjusted covenant earnings:
Net income $ 161.4
Add:
Depreciation and amortization 60.6
Gross interest expense 41.7
Provision for income taxes 40.5
Pretax non-cash re-engineering and impairment charges 10.1
Equity compensation 8.5
Deduct:
Gains on land sales, insurance recoveries, etc. 24.9
Total adjusted covenant earnings $ 297.9
Gross interest expense $ 41.7
Less amortization and write off of debt costs 1.0
Equals cash interest $ 40.7
Capital expenditures $ 54.4
Less amount excluded per agreement 0.7
Equals adjusted capital expenditures $ 53.7
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12 m on ths
e n de d
De ce m be r 27,
2008
Fixed charge coverage ratio:
Adjusted covenant earnings $ 297.9
Less:
Adjusted capital expenditures 53.7
Cash taxes paid 70.5
Subtotal $ 173.7
Divided by sum of:
Scheduled debt payments $ 3.5
Dividends and restricted payments 54.4
Cash interest 40.7
Subtotal $ 98.6
Fixed charge coverage ratio 1.76
Consolidated total debt $ 571.2
Divided by adjusted covenant earnings $ 297.9
Leverage ratio 1.92
Capital Leases
In 2006, the Company initiated construction of a new Tupperware center of excellence manufacturing facility in Belgium which was
completed in 2007 and replaced its existing Belgium facility. The total cost of the new facility and equipment totaled $24.0 million and was
financed through a sales lease-back transaction under two separate leases. The two new leases are being accounted for as capital leases and
have terms of 10 and 15 years and interest rates of 5.1 percent.
Following is a summary of all capital lease obligations at December 27, 2008:
De ce m be r 27,
(in millions) 2008
Gross payments $ 30.8
Less imputed interest 8.1
Total capital lease obligation 22.7
Less current maturity 1.3
Capital lease obligation—long-term portion $ 21.4
Fair Value of Financial Instruments

Due to their short maturities or their insignificance, the carrying amounts of cash and cash equivalents, accounts and notes receivable,
accounts payable, accrued liabilities and short-term borrowings approximated their fair values at December 27, 2008 and December 29, 2007.
The Company’s term loans consist entirely of floating rate debt; however, the Company estimates that based on current market conditions the
value of that debt was $495 million compared to the carrying value of $545 million at December 27, 2008. The lower fair value results from the
difference in the interest rate spread under the 2007 Credit Agreement, which was 75 basis points at the end of 2008, versus the interest spread
that the Company believes it would have been able to obtain as of December 27, 2008.
Derivative Financial Instruments

The Company markets its products in almost 100 countries and is exposed to fluctuations in foreign currency exchange rates on the
earnings, cash flows and financial position of its international operations.
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Although this currency risk is partially mitigated by the natural hedge arising from the Company’s local manufacturing in many markets, a
strengthening U.S. dollar generally has a negative impact on the Company. In response to this fact, the Company uses financial instruments to
hedge certain of its exposures and to manage the foreign exchange impact to its financial statements. At its inception, a derivative financial
instrument used for hedging is designated as a fair value, cash flow or net equity hedge. Fair value hedges are entered into with financial
instruments such as forward contracts with the objective of limiting exposure to certain foreign exchange risks primarily associated with
accounts receivable, accounts payable and non-permanent intercompany transactions. In assessing hedge effectiveness, the Company
excludes forward points, which are considered by the Company to be components of interest expense.
Following is a listing of the Company’s outstanding derivative financial instruments at fair value as of December 27, 2008 and
December 29, 2007. Some amounts are between two foreign currencies:
Forward C on tracts 2008 2007

(in millions) Bu y S e ll Bu y S e ll
US dollars $ 141.2 $ 66.1
New Zealand dollars 6.7 8.2
Indonesian rupiah 6.1 1.8
Malaysian ringgit 3.4 4.7
Danish krona 3.1 0.9
Brazilian real 1.4 1.6
South Korean won 1.1 20.5
Singapore dollars 0.4 11.7
Hong Kong dollars — 2.7
Euro $ 45.1 $ 7.2
Japanese yen 29.9 59.7
Swiss francs 15.7 92.8
Mexican peso 14.3 33.6
Russian ruble 14.3 12.8
Polish zloty 9.8 —
Canadian dollars 8.6 11.2
Philippine pesos 7.4 8.4
Australian dollars 5.1 1.4
South African rand 4.3 18.0
Croatian kuna 2.4 2.4
U.K. pounds 2.0 1.4
Argentine pesos 1.8 1.2
Czech koruna 1.6 1.4
Thai baht 1.4 1.3
Swedish krona 1.4 1.1
Lithuanian litas 1.2 0.2
Norwegian krona 1.1 1.5
Indian rupee 0.7 0.7
Other currencies (net) 0.3 0.9
$163.4 $168.4 $181.0 $194.4
In agreements to sell foreign currencies in exchange for U.S. dollars, for example, an appreciating dollar versus the opposing currency
would generate a cash inflow for the Company at settlement with the opposite result in agreements to buy foreign currencies for U.S. dollars.
The above noted notional amounts change based upon changes in the Company’s outstanding currency exposures. Based on rates existing at
December 27, 2008, the Company was in a net payable position of approximately $4.4 million related to its currency hedges.
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The 2007 Credit Agreement has a requirement that the Company keep at least 40 percent of total borrowings at a fixed interest rate for at
least three years through September 2012. In September 2007, the Company entered into four interest rate swap agreements with notional
values totaling $325 million that expire in 2012. Under the terms of these swap agreements, the Company receives a floating rate equal to the 3
month U.S. dollar LIBOR and pays a weighted average fixed rate of about 4.8 percent. The swap agreements combined with a contractual
spread dictated by the 2007 Credit Agreement, and 75 basis points as of December 27, 2008, gave the Company an all-in effective rate of about
5.5 percent on these borrowings as of December 27, 2008.
In 2007, the Company entered into four forward interest rate agreements that fixed for 2008, the LIBOR base borrowing rate for $200
million under the 2007 Credit Agreement. These agreements locked in the LIBOR base rate for these borrowings at the forward rates then
existing for the 3-month borrowing periods beginning at the end of December 2007 and at the end of the first three quarters of 2008. The
average locked-in LIBOR rate was 4.3 percent. These agreements had all expired as of December 2008.
During 2008, the Company entered into forward interest rate agreements that swap the Company’s LIBOR –based floating obligation into
points as of December 27, 2008.
These swap agreements have been designated as cash flow hedges with interest payments designed to perfectly match the interest
payments under the term loans due in 2012. The fair value of all these hedges was a net payable of $36.0 million ($23.0 million net of tax) and
$9.2 million ($5.9 million net of tax) as of December 27, 2008 and December 29, 2007, respectively which is included as a component of other
comprehensive income.
The Company’s credit agreement dated December 5, 2005 required it to maintain at least 40 percent of its outstanding borrowings at a
fixed rate for a period of at least three years in the future. Beginning in December 2005 and January 2006, the Company effectively converted
$375.0 million of its floating rate borrowings to fixed rate debt through interest rate swaps. The swap agreements called for the Company to
receive a floating rate equal to the 3 month U.S. dollar LIBOR rate and pay a weighted average fixed rate of 4.8 percent. The swap agreements
combined with a contractual 150 basis point spread gave the Company an all-in effective rate of 6.3 percent on these borrowings. The swap
agreements were scheduled to expire in 2009 through 2012. In order to maintain compliance with the three-year requirement, in April 2007, the
Company terminated three swaps with a total notional value of $175 million and purchased three new swaps with the same notional value that
were to expire in 2012. Following this action, all of the swaps were to expire in 2011 and 2012. A gain of $0.5 million was realized on the
termination of these agreements and was capitalized as a component of debt. When the Company entered into the 2007 Credit Agreement in
September 2007 and terminated the credit agreement from 2005, these swap arrangements were terminated resulting in a payment of $3.5 million.
In connection with retiring that agreement, the $0.5 million deferred gains on the previously terminated swaps were fully recognized and both
amounts were included as a component of interest expense in the year ended December 29, 2007.
The fair value hedging relationships the Company has entered into have been highly effective and the ineffectiveness recognized in
other expense for the years 2008, 2007 and 2006 was not material.
The Company also uses derivative financial instruments to hedge foreign currency exposures resulting from forcasted purchases, and
classifies these as cash flow hedges. The Company generally enters into cash flow hedge contracts for periods ranging from three to twelve
months. The effective portion of the gain or loss on the hedging instrument is recorded in other comprehensive loss, and is reclassified into
earnings as the transactions being hedged are recorded. As such, the balance at the end of the year in other comprehensive loss will be
reclassified into earnings within the next twelve months. The associated asset or liability on the open hedge is recorded in other current assets
or accrued liabilities as applicable. As of December 27, 2008, December 29, 2007 and December 30, 2006, the balance in other comprehensive
income (loss), net of tax, resulting from open
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foreign currency hedges designated as cash flow hedges was $2.9 million, $0.1 million and ($0.2) million , respectively. The change in the
balance in other comprehensive loss was a net gain of $2.8 million, $0.3 million and $0.6 million during the years ended December 27,
2008, December 29, 2007 and December 30, 2006, respectively. The ineffective portion in other expense was not material.
The Company also uses financial instruments such as forward contracts to hedge a portion of its net equity investment in international
operations, and classifies these as net equity hedges. Changes in the value of these derivative instruments, excluding the ineffective portion
of the hedge, were included in foreign currency translation adjustments within accumulated other comprehensive income. For the years ended
2008, 2007 and 2006, the Company recorded pre-tax net gains (losses) associated with these hedges of $16.0 million, $(20.6) million and $(8.3)
million, respectively, in other comprehensive loss. Due to the permanent nature of the investments, the Company does not anticipate
reclassifying any portion of this amount to the income statement in the next 12 months.
While the Company’s net equity and fair value hedges mitigate its exposure to foreign exchange gains or losses, they result in an impact
to operating cash flows as they are settled. For the year ended December 27, 2008, the cash flow impact of these currency hedges was an
outflow of $30.8 million.
The Company’s derivative financial instruments at December 27, 2008 and December 29, 2007 consisted solely of the financial
instruments summarized above. All of the contracts, with the exception of the interest rate swaps, mature within 18 months. Related to the
forward contracts, the “buy” amounts represent the U.S. dollar equivalent of commitments to purchase foreign currencies and the “sell”
amounts represent the U.S. dollar equivalent of commitments to sell foreign currencies, all translated at the year-end market exchange rates for
the U.S. dollar. All forward contracts are hedging net investments in certain foreign subsidiaries, cross-currency intercompany loans that are
not permanent in nature, cross currency external payables and receivables, or forecast purchases.
The Company’s theoretical credit risk for each derivative instrument is its replacement cost, but management believes that the risk of
incurring credit losses is remote and such losses, if any, would not be material. The Company also is exposed to market risk on its derivative
instruments due to potential changes in foreign exchange rates; however, such market risk would be partially offset by changes in the
valuation of the underlying items being hedged. For all outstanding derivative instruments, the net accrued losses were $40.4 million,
$22.9 million and $0.2 million at December 27, 2008, December 29, 2007 and December 30, 2006, respectively, and were recorded either in accrued
liabilities or other assets depending upon the net position of the individual contracts. While certain of the Company’s fair value hedges of
non-permanent intercompany loans mitigate its exposure to foreign exchange gains or losses, they result in an impact to operating cash flows
as the hedges are settled. However, the cash flow impact of certain of these exposures is in turn partially offset by hedges of net equity and
other forward contracts. The notional amounts listed in the table above change based upon the Company’s outstanding exposure to fair value
fluctuations.
During January 2007, in order to protect the value of a portion of the Company’s euro-based cash flows expected during 2007, the
Company purchased a series of put options, giving the Company the right, but not the obligation, to sell 34.1 million euros in exchange for U.S.
dollars. The put options, which expired unexercised on various dates in 2007, had a weighted average strike price of about 1.28 dollars per
euro. The Company paid premiums for these put options totaling $0.5 million. Although the Company considered these put options to be a
hedge of its exposure to changes in the value of the euro, they did not qualify for hedge accounting under SFAS 133. Accordingly, the value
of the options was marked to market at the end of each quarter of 2007, with the $0.5 million loss in value recorded as a component of other
expense. In 2008 and 2006 the Company did not purchase or sell currency put options.
Note 8: Fair Value Measurements

The Company adopted SFAS 157, Fair Value Measurements, (SFAS 157) at the beginning of its 2008 fiscal year. SFAS 157 clarifies the
definition of fair value, describes the method used to appropriately measure fair
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value in accordance with generally accepted accounting principles and expands fair value disclosure requirements. This statement applies
whenever other accounting pronouncements require or permit fair value measurements.
The fair value hierarchy established under SFAS 157 prioritizes the inputs used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to
unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy defined by SFAS 157 are as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those
in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing
basis.
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly
observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation
methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward
prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as
other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of
the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the
marketplace.
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used
with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market
participant.
The Company performs fair value measurements on certain assets and liabilities as the result of the application of accounting guidelines
and pronouncements that were relevant prior to the adoption of SFAS 157. Some fair value measurements, such as foreign currency forward
contracts and interest rate swaps are performed on a recurring basis, while others, such as impairment of goodwill and other intangibles are
performed on a nonrecurring basis. In February 2008, the FASB issued Staff Position 157-2 (FSP 157-2), Effective Date of FASB Statement
No. 157. As permitted by FSP 157-2, the Company elected to defer the adoption of SFAS 157 for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. These nonfinancial
items include assets and liabilities such as reporting units measured at fair value in a goodwill and intangible asset impairment test.
Q u ote d Price s in S ignificant

Active Mark e ts O the r S ignificant
for Ide n tical O bse rvable Un obse rvable
De ce m be r 27, Asse ts Inpu ts Inpu ts
De scription of Asse ts (in millions) 2008 (Le ve l 1) (Le ve l 2) (Le ve l 3)
Money market funds $ 8.4 $ 8.4 $ — $ —
Foreign currency derivative contracts 32.3 — 32.3 —
Total $ 40.7 $ 8.4 $ 32.3 $ —
Q u ote d Price s in S ignificant

Active Mark e ts O the r S ignificant
for Ide n tical O bse rvable Un obse rvable
De ce m be r 27, Asse ts Inpu ts Inpu ts
De scription of Liabilitie s (in millions) 2008 (Le ve l 1) (Le ve l 2) (Le ve l 3)
Interest rate swaps $ 36.0 $ — $ 36.0 $ —
Foreign currency derivative contracts 36.7 — 36.7 —
Total $ 72.7 $ — $ 72.7 $ —
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The Company markets its products in almost 100 countries and is exposed to fluctuations in foreign currency exchange rates on the
earnings, cash flows and financial position of its international operations. The Company uses financial instruments to hedge certain of its
exposures and to manage the foreign exchange impact to its financial statements. As of December 27, 2008 the Company held foreign currency
forward contracts to hedge various currencies which had a net fair value of negative $4.4 million based on third party quotations. Changes in
fair market value are recorded either in other comprehensive income or earnings depending on the designation of the hedge as outlined in Note
7 to the Consolidated Financial Statements.
The fair value of interest rate swap contracts is based on the discounted net present value of the swap using third party quotes.
Changes in fair market value are recorded in other comprehensive income, and any changes resulting from ineffectiveness are recorded in
current earnings. For the year ended December 27, 2008 there was no ineffectiveness of the interest rate swap hedges.
Included in the Company’s cash equivalents balance as of December 27, 2008 was $8.4 million in money market funds which are highly
liquid investments with a maturity of three months or less. These assets are classified within Level 1 of the fair value hierarchy as the money
market funds are valued using quoted market prices in active markets.
In February 2007, the FASB issued SFAS No. 159 (SFAS 159), The Fair Value Option for Financial Assets and Financial Liabilities,
which permits entities to elect to measure many financial instruments and certain other items at fair value that are not currently required to be
measured at fair value. This election is irrevocable. SFAS 159 was effective in the first quarter of fiscal 2008. The Company has elected to not
apply the fair value option to any of its financial instruments.
On October 10, 2008, the FASB issued FSP FAS No. 157-3, Fair Value Measurements , (FSP FAS 157-3), which clarifies the application of
SFAS 157 in an inactive market and provides an example to demonstrate how the fair value of a financial asset is determined when the market
for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not
been issued. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial
position.
Note 9: Subscriptions Receivable

In October 2000, a subsidiary of the Company adopted a Management Stock Purchase Plan (the MSPP), which provided for eligible
executives to purchase Company stock using full recourse loans provided by the subsidiary. Under the MSPP, the Company loaned $13.6
million to 33 senior executives to purchase 847,000 common shares from treasury stock. In 2001 and 2002, an additional nine senior executives
purchased 74,500 shares of common stock from treasury stock utilizing loans totaling $1.7 million. The loans had annual interest rates of 5.21
percent to 5.96 percent, and all dividends, while the loans were outstanding, were applied toward interest due. Each of the loans had scheduled
repayment dates of 25 percent on the fifth and sixth anniversaries of the loan issuance, with the balance due on the eighth anniversary. During
2008, 2007 and 2006 participants surrendered a total of 26,347, 29,471 and 99,388 shares of the Company’s common stock at current market
prices to satisfy loans totaling $0.6 million, $0.7 million and $2.1 million, respectively as part of both scheduled and voluntary repayments. In
addition, participants made cash payments to satisfy loan and interest payment obligations totaling $1.8 million, $0.3 million and $0.5 million
during 2008, 2007 and 2006, respectively. Under the terms of the MSPP, if at the scheduled repayment date a loan remained outstanding and
the Company’s stock price per share was below the market price when the loan was originated, the Company made cash bonus payments
equal to the amount the value of the stock was below its purchase price, up to 25 percent of the outstanding principal on the loan then due.
For 2008, 2007 and 2006 the cash bonus payments made under the plan were not material. For each share purchased, an option on two shares
was granted under the 2000 Incentive Plan. See Note 14 to the Consolidated Financial Statements. The outstanding loans were recorded as
subscriptions receivable and were secured by the shares purchased. As of the end of 2008, all principal had been paid. No further loans or
sales of stock are being made under this Plan.
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In 2008, 2007 and 2006, the Company returned to income $0.5 million, $0.1 million and $0.4 million, respectively, of the provision recorded
since the adoption of the MSPP for the potential cash bonus payments described above associated with principal amounts due in 2008, 2007
and 2006. This was due to the associated loans being repaid prior to their due dates.
On November 30, 1998, the Company made a non-recourse, non-interest bearing loan of $7.7 million (the loan) to its chairman and chief
executive officer (chairman), the proceeds of which were used by the chairman to buy in the open market 400,000 shares of the Company’s
common stock (the shares) at an average price of $19.12 per share. The shares were pledged to secure the repayment of the loan. The loan was
recorded as a subscription receivable and was due November 12, 2006, with voluntary prepayments permitted commencing November 12, 2002,
and mandatory prepayments required equal to 10 percent of annual bonus payments. On October 26, 2006 the Company’s chairman and chief
executive officer surrendered 330,368 shares of the Company’s common stock at a market price of $21.49 in satisfaction of the $7.1 million
outstanding balance, which had previously been reduced through cash payments of $0.6 million.
Note 10: Accumulated Other Comprehensive Loss

Foreign currency translation adjustments $ (270.9) $ (119.6)
Pension and retiree medical (33.6) (20.7)
Deferred loss on cash flow hedges (20.1) (5.8)
Total $(324.6) $(146.1)
Note 11: Statement of Cash Flow Supplemental Disclosure

For the years ended December 27, 2008, December 29, 2007 and December 30, 2006, the Company acquired $3.6 million, $15.7 million and
$6.6 million of property, plant and equipment under capital lease arrangements. Additionally, for the year end December 27, 2008, December 29,
2007 and December 30, 2006 employees of the Company settled outstanding loans by returning Company stock worth $0.6 million, $0.7 million
and $9.2 million, respectively, that was acquired with proceeds of those loans. For the year ended December 27, 2008, the Company received
shares worth $3.8 million to pay the exercise price in connection with exercises of employee stock options, which are commonly referred to as
stock swap exercises.
Note 12: Income Taxes

For income tax purposes, the domestic and foreign components of income (loss) before taxes were as follows:
(In millions) 2008 2007 2006

Domestic $ 6.5 $ (28.1) $ (31.7)
Foreign 195.4 169.5 135.5
Total $ 201.9 $ 141.4 $ 103.8
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The provision (benefit) for income taxes was as follows:
(In millions) 2008 2007 2006

Current:
Federal $ 24.8 $ 36.0 $ 20.7
Foreign 50.8 71.9 35.4
State 1.3 (0.4) 0.3
76.9 107.5 56.4
Deferred:
Federal (39.7) (59.8) (38.8)
Foreign 3.5 (23.4) (11.9)
State (0.2) 0.2 3.9
(36.4) (83.0) (46.8)
Total $ 40.5 $ 24.5 $ 9.6
The differences between the provision for income taxes and income taxes computed using the U.S. federal statutory rate was as follows:
(In millions) 2008 2007 2006

Amount computed using statutory rate $ 70.7 $ 49.5 $ 36.3
(Reduction) increase in taxes resulting from:
Net benefit from repatriating foreign earnings and direct foreign tax credits (9.7) (4.1) (10.2)
Foreign income taxes (24.7) (28.0) (28.3)
US tax impact of foreign currency transactions (5.1) — —
Revaluation of Mexican tax assets 6.6 — —
Impact of change in Mexican tax law — (1.9) —
Other changes in valuation allowance for deferred tax assets 2.6 7.9 7.2
Foreign and domestic tax audit adjustments 0.3 1.3 —
Other (0.2) (0.2) 4.6
Total $ 40.5 $ 24.5 $ 9.6
The effective tax rates are below the U.S. statutory rate, primarily reflecting the availability of excess foreign tax credits as well as lower
foreign effective tax rates.
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Deferred tax (liabilities) assets were composed of the following:

Purchased intangibles $(53.4) $ (56.7)
Other (8.9) (9.9)
Gross deferred tax liabilities (62.3) (66.6)
Credit and net operating loss carry forwards 291.7 285.5
Fixed assets basis differences 29.0 34.1
Employee benefits accruals 41.0 28.4
Postretirement benefits 15.5 16.3
Inventory 9.6 10.5
Accounts receivable 14.6 14.2
Depreciation 3.1 2.3
Deferred costs 25.0 38.4
Liabilities under interest rate swap contracts 13.0 3.3
Other accruals 50.7 44.7
Gross deferred tax assets 493.2 477.7
Valuation allowances (88.1) (104.7)
Net deferred tax assets $342.8 $ 306.4
At December 27, 2008, the Company had domestic federal and state net operating loss carry forwards of $40.5 million, separate state net
operating loss carry forwards of $116.0 million, and foreign net operating loss carry forwards of $474.1 million. Of the total foreign and
domestic net operating loss carry forwards, $479.2 million expire at various dates from 2009 to 2028, while the remainder have unlimited lives.
During 2008, the Company realized net cash benefits of $6.3 million related to foreign net operating loss carry forwards. At December 27, 2008
and December 29, 2007, the Company had estimated foreign tax credit carry forwards of $120.2 million and $92.5 million, respectively, most of
which expire in the years 2014 through 2018 if not utilized. Deferred costs in 2008 includes an asset of $23.6 million related to an advance
payment agreement entered into by the Company with one of its foreign subsidiaries, which is expected to reverse over the next two years. At
December 27, 2008 and December 29, 2007, the Company had valuation allowances against certain deferred tax assets totaling $88.1 million and
$104.7 million, respectively. These valuation allowances relate to tax assets in jurisdictions where it is management’s best estimate that there is
not a greater than 50 percent probability that the benefit of the assets will be realized in the associated tax returns. The likelihood of realizing
the benefit of deferred tax assets is assessed on an ongoing basis. Consequently, future material changes in the valuation allowance are
possible. The credit and net operating loss carryforwards were impacted by an increase to federal foreign tax credit carryforwards of $31.0
million, offset by a decrease in foreign net operating losses of $24.6 million. The decrease in the foreign net operating losses was primarily due
to changes in the foreign currency translation of those amounts. The $16.6 million decrease in valuation allowances for the year was also
primarily the result of changes in the foreign currency translation of those amounts.
The Company paid income taxes, net, in 2008, 2007 and 2006 of $70.5 million, $49.1 million, and $29.5 million, respectively. The Company
has a foreign subsidiary which receives a tax holiday that will expire in 2009. The net benefit of the tax holidays in 2008, 2007 and 2006 was $1.5
million, $5.8 million and $6.4 million, respectively.
Effective with the beginning of fiscal 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109 (FIN 48). FIN 48 clarifies the
accounting for income taxes by prescribing that a more likely than not threshold be met before a tax position is recognized in the financial
statements. It further provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods,
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disclosure and transition. As a result of the adoption, a charge of $2.2 million to increase reserves for uncertain tax positions was recognized
with a corresponding decrease in the 2007 opening retained earnings balance.
In May 2007, the FASB issued FASB Staff Position No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, (FSP FIN 48-
1). FSP FIN 48-1 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the
purpose of recognizing previously unrecognized tax benefits. FSP FIN 48-1 clarifies that a tax position can be effectively settled upon the
completion of an examination by a taxing authority without being legally extinguished. FSP FIN 48-1 was effective upon the initial adoption of
FIN 48 and therefore was adopted by the Company at the beginning of fiscal 2007. The adoption of FSP FIN 48-1 did not have an impact on the
accompanying financial statements.
As of December 27, 2008 and December 29, 2007, the Company’s gross unrecognized tax benefit was $46.9 million and $41.1 million,
respectively. The Company estimates that approximately $45.5 million of the unrecognized tax benefits, if recognized, would impact the
effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance, beginning of year $41.1 $30.2
Additions based on tax positions related to the current year 11.2 10.6
Additions for tax positions of prior years 2.1 2.1
Reductions for tax positions of prior years (2.8) (1.1)
Settlements (1.3) (2.3)
Reductions for lapse in statute of limitations (1.9) (0.6)
Impact of foreign currency rate changes versus the U.S. dollar (1.5) 2.2
Balance, end of year $46.9 $41.1
Interest and penalties related to uncertain tax positions are recorded as a component of the provision for income taxes. Accrued interest
and penalties were $6.1 million and $8.9 million as of December 27, 2008 and December 29, 2007, respectively. Interest and penalties included in
the provision for income taxes totaled $0.9 million and $1.3 million for the years ended December 27, 2008 and December 29, 2007, respectively.
During the year, the Company reduced its liability by $2.8 million and paid $1.3 million related to competent authority resolutions and
other settlements in various jurisdictions. The settlements included a payment of $1.0 million in accrued interest and penalties and a reduction
of total accrued interest and penalties of $0.8 million. In addition, the company reduced its liability by $1.9 million due to the expiration of
statutes of limitation in various jurisdictions. The Company operates globally and files income tax returns in the United States federal
jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing
authorities throughout the world. The Company is no longer subject to income tax examination in the following major jurisdictions: for U.S.
federal tax for years before 2002, Australia (2004), France (2004), Germany (1998), India (1997), Italy (2003), Japan (1999), Mexico (2001), and
South Korea (2003) with limited exceptions.
Based on the number of periods currently under examination, the Company anticipates some of the audits may conclude within the next
12 months. As of the end of 2008, the Company classified $1.2 million of unrecognized tax benefits as a current liability, representing potential
settlement of individually insignificant income tax positions in one or more jurisdictions within the next year. In addition, the Company
anticipates some additional audits may conclude within the next 12 months. However, the Company is unable to estimate the impact of such
events, if any, on its uncertain tax positions recorded as of the end of 2008. It is also reasonably possible that the amount of uncertain tax
positions could materially change within the next 12 months based on the expiration of statutes of limitations in various jurisdictions as well as
additions due to ongoing transactions and activity.
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The Company has $679.2 million of undistributed earnings of international subsidiaries. The Company has not provided for U.S. deferred
income taxes on these undistributed earnings because of its intention to indefinitely reinvest these earnings.
Effective January 1, 2006 the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based
Payment, and related interpretations, or SFAS 123(R), to account for stock-based compensation using the modified prospective transition
method. SFAS123(R), requires that recognition of tax windfall benefits related to the exercise of employee stock-based compensation be
delayed until the period that the reduction will reduce income taxes payable. Due to the estimated domestic net operating losses of $7.0 million
and $54.3 million, in 2007 and 2006, the Company did not recognize $2.5 million and $0.5 million of benefits for deductions associated with the
exercise of employee stock options in 2007 and 2006, respectively.
The Company recognized $9.4 million and $5.5 million of benefits for deductions associated with the exercise of employee stock options
in 2008 and 2007, respectively. No benefits were recognized in 2006 due to the losses noted above. These benefits were added directly to paid-
in capital, and were not reflected in the provision for income taxes.
Note 13: Retirement Benefit Plans

Pension Plans. The Company has various defined benefit pension plans covering substantially all domestic employees, employed as of
June 30, 2005, except those employed by BeautiControl, and certain employees in other countries. In addition to providing pension benefits,
the Company provides certain postretirement healthcare and life insurance benefits for selected U.S. and Canadian employees. Most
employees and retirees outside the United States are covered by government healthcare programs. Employees may become eligible for these
benefits if they reach normal retirement age while working for the Company or satisfy certain age and years of service requirements. The
medical plans are contributory for most retirees with contributions adjusted annually, and contain other cost-sharing features, such as
deductibles and coinsurance. The medical plans include an allowance for Medicare for post-65 age retirees.
Effective June 30, 2005, the Company froze the benefits to participants under certain of its U.S. defined benefit pension plans. In
conjunction with the benefit freeze, the Company increased its basic contribution related to one of its domestic defined contribution plans
from 3 percent of eligible employee compensation up to the Social Security Wage Base to 5 percent.
Effective December 30, 2006, the Company adopted the recognition and disclosure provisions of SFAS No. 158, Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158).
This Statement requires employers to recognize in their balance sheets the overfunded or underfunded status of defined benefit post-
retirement plans, measured as the difference between the fair value of plan assets and the benefit obligation (the projected benefit obligation
for pension plans and the accumulated post-retirement benefit obligation for other post-retirement plans). Employers must recognize the
change in the funded status of the plan in the year in which the change occurs through accumulated other comprehensive income. This
Statement also requires plan assets and obligations to be measured as of the employers’ balance sheet date.
Prior to the adoption of the recognition provisions of SFAS 158, the Company accounted for its defined benefit post-retirement plans
under SFAS No. 87, Employers Accounting for Pensions (SFAS 87) and SFAS No. 106, Employers’ Accounting for Postretirement Benefits
Other Than Pensions (SFAS 106). SFAS 87 required that a liability (minimum pension liability) be recorded when the accumulated benefit
obligation (ABO) liability exceeded the fair value of plan assets. Any adjustment was recorded as a non-cash charge to accumulated other
comprehensive income in shareholders’ equity. SFAS 106 required that the liability recorded represent the actuarial present value of all future
benefits attributable to an employee’s service rendered to date.
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Under both SFAS 87 and SFAS 106, changes in the funded status were not immediately recognized; rather they were deferred and recognized
ratably over future periods. Upon adoption of the recognition provisions of SFAS 158, the Company recognized the amounts of prior changes
in the funded status of its post-retirement benefit plans through accumulated other comprehensive loss.
The Company uses a fiscal year end measurement date for its plans. The funded status of all of the Company’s plans was as follows:
U.S . plan s Fore ign plan s

Pe n sion be n e fits Postre tire m e n t be n e fits Pe n sion be n e fits
(In millions) 2008 2007 2008 2007 2008 2007
Change in benefit obligations:
Beginning balance $ 46.9 $ 45.5 $ 48.5 $ 46.3 $147.5 $139.4
Service cost 0.8 0.7 0.1 0.2 7.7 7.0
Interest cost 2.8 2.5 2.4 2.6 7.2 6.1
Actuarial (gain) loss 2.4 0.7 (7.0) 3.3 (5.5) (1.2)
Benefits paid (2.7) (2.5) (3.6) (3.9) (14.1) (10.5)
Impact of exchange rates — — — — 0.4 9.8
Plan participant contributions — — — — 2.1 0.9
Settlements — — — — (0.3) (1.3)
Curtailment — — — — — (2.7)
Ending balance $ 50.2 $ 46.9 $ 40.4 $ 48.5 $145.0 $147.5
Change in plan assets at fair value:
Beginning balance $ 32.3 $ 29.2 $ — $ — $ 76.8 $ 67.1
Actual return on plan assets (7.6) 2.1 — — (12.8) 3.4
Company contributions 1.4 3.9 3.6 3.9 10.3 7.4
Plan participant contributions — — — — 2.8 1.5
Benefits and expenses paid (3.0) (2.9) (3.6) (3.9) (13.7) (8.7)
Impact of exchange rates — — — — 1.1 7.3
Settlements — — — — (0.3) (1.2)
Ending balance $ 23.1 $ 32.3 $ — $ — $ 64.2 $ 76.8
Funded status of the plan $(27.1) $(14.6) $ (40.4) $ (48.5) $ (80.8) $ (70.7)
Unrecognized actuarial loss 20.6 8.5 11.2 18.8 23.8 11.4
Unrecognized prior service cost/(benefit) 0.4 0.7 (8.3) (9.1) 0.4 1.5
Net amount recognized $ (6.1) $ (5.4) $ (37.5) $ (38.8) $ (56.6) $ (57.8)
Amounts recognized in the balance sheet consisted of:
(in millions) 2008 2007
Accrued benefit liability $ (148.3) $ (133.8)
Accumulated other comprehensive loss (pre-tax) 48.1 31.8
Net amount recognized $ (100.2) $ (102.0)
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Items not yet recognized as a component of pension expense as of December 27, 2008 and December 29, 2007 consisted of:
2008 2007
Pe n sion Postre tire m e n t Pe n sion Postre tire m e n t
(in millions) Be n e fits Be n e fits Be n e fits Be n e fits
Prior service cost/(benefit) $ 0.8 $ (8.3) $ 2.2 $ (9.1)
Net actuarial loss 44.4 11.2 19.9 18.8
Accumulated other comprehensive loss (pre-tax) $ 45.2 $ 2.9 $ 22.1 $ 9.7
Components of other comprehensive income (loss) for the years ended December 27, 2008 and December 29, 2007 consisted of the
following:
2008 2007
Pe n sion Postre tire m e n t Pe n sion Postre tire m e n t
(in millions) Be n e fits Be n e fits Be n e fits Be n e fits
Amortization of prior service cost and net actuarial loss
included in net periodic pension cost $ 2.0 $ (0.2) $ 1.3 $ 0.2
Net prior service cost arising during period — — 0.2 —
Net gain (loss) arising during period (25.1) 7.0 4.6 (3.3)
Other comprehensive income (loss) $ (23.1) $ 6.8 $ 6.1 $ (3.1)
In 2009, the Company expects to recognize approximately $0.5 million of the prior service benefit and $4.2 million of the net actuarial loss
as a component of pension and postretirement expense.
The accumulated benefit obligation for all defined benefit pension plans at December 27, 2008 and December 29, 2007 was $176.3 million
and $168.3 million, respectively. At December 27, 2008 and December 29, 2007, the accumulated benefit obligations of certain pension plans
exceeded those plans’ assets. For those plans, the accumulated benefit obligations were $153.0 million and $121.6 million, and the fair value of
their assets was $60.7 million and $51.4 million as of December 27, 2008 and December 29, 2007, respectively. The accrued benefit cost for the
pension plans is reported in accrued liabilities and other long-term liabilities.
The costs associated with all of the Company’s plans were as follows:
Pe n sion be n e fits Postre tire m e n t be n e fits

(In millions) 2008 2007 2006 2008 2007 2006
Components of net periodic benefit cost:
Service cost and expenses $ 8.5 $ 8.0 $ 8.2 $ 0.1 $ 0.2 $ 0.5
Interest cost 9.9 8.5 8.8 2.4 2.6 3.2
Return on plan assets (13.1) (5.1) (2.9) — — —
Curtailment (0.7) — — — — (0.3)
Recognized net actuarial loss 7.1 1.0 0.4 — 1.0 1.0
Net deferral 2.0 0.3 (1.0) (0.2) (0.8) (0.2)
Net periodic benefit cost $13.7 $12.7 $13.5 $ 2.3 $ 3.0 $ 4.2
Weighted average assumptions:
U.S. plans
Discount rate 6.0% 5.8% 5.5% 6.0% 5.8% 5.5%
Return on plan assets 8.5 8.5 8.5 n/a n/a n/a
Salary growth rate 5.0 5.0 5.0 n/a n/a n/a
Foreign plans
Discount rate 4.7% 4.7% 4.3% n/a n/a n/a
Return on plan assets 4.5 5.0 5.0 n/a n/a n/a
Salary growth rate 3.1 3.1 3.0 n/a n/a n/a
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The Company has established strategic asset allocation percentage targets for significant asset classes with the aim of achieving an
appropriate balance between risk and return. The Company periodically revises asset allocations, where appropriate, in an effort to improve
return and manage risk. The estimated rate of return is based on long-term expectations given current investment objectives and historical
results. The expected rate of return assumption used by the Company to determine the benefit obligation for its U.S. and foreign plans for 2008
was 8.3 percent and 4.5 percent, respectively and 8.5 percent and 5.0 percent for 2007, respectively.
The Company determines the discount rate primarily by reference to rates of high-quality, long term corporate and government bonds
that mature in a pattern similar to the expected payments to be made under the plans. The weighted average discount rate used to determine
the benefit obligation for the U.S. and foreign plans for 2008 was 5.8 percent and 4.7 percent, respectively and 6.0 percent and 4.7 percent,
respectively for 2007.
The assumed healthcare cost trend rate for 2008 was 8.0 percent for both post-65 age participants and pre-65 age participants, decreasing
to 5.0 percent in 2015. The healthcare cost trend rate assumption could have a significant effect on the amounts reported. A one percentage
point change in the assumed healthcare cost trend rates would have the following effects:
O n e pe rce n tage poin t

(In millions) Incre ase De cre ase
Effect on total of service and interest cost components $ 0.2 $ (0.2)
Effect on post-retirement benefit obligation 2.6 (2.3)
The Company’s weighted-average asset allocations at December 27, 2008 and December 29, 2007 by asset category were as follows:
2008 2007
Asse t C ate gory U.S . plan s Fore ign plan s U.S . plan s Fore ign plan s
Equity securities 62% 30% 61% 39%
Debt securities 37 42 38 37
Real estate — 5 — 5
Cash and money market investments 1 12 1 11
Other — 11 — 8
Total 100% 100% 100% 100%
The Company’s specific return objective on its U.S. pension plan is to achieve each year a return greater than or equal to the return that
would have been earned by a portfolio invested approximately 60 percent in equity securities and 40 percent in fixed income securities. The
Company has adopted the following target asset class allocations for its U.S. pension plan: 62 percent in equity securities (32 percent large
U.S. stocks, 20 percent small U.S. stocks, and 10 percent international stocks) and 38 percent fixed income securities (37 percent bonds and 1
percent U.S. cash equivalents). The asset classes may be rebalanced to obtain the target asset mix if the percentages fall outside of acceptable
range variances. The investment policy is reviewed from time to time to ensure consistency with the long-term objective of funding at least 90
percent of the plan’s liabilities. Options, derivatives, forwards, futures contracts, short positions, or margined positions may be held in
reasonable amounts as deemed prudent. Transactions that would jeopardize the tax-exempt status of the plan are not allowed. Lending of
securities may be permitted in cases in which an appropriate gain can be realized. The Company does not invest directly in its own stock;
however, this restriction does not prevent investment in insurance company accounts, other commingled or mutual funds, or any index funds
which may hold securities of the Company. Additional guidelines for investment managers selected by the Company to manage equity
securities prohibit the securities of one company or affiliated group, other than U.S. government securities, to exceed 5 percent of the portfolio
and provide that no more than 25 percent of a separately managed portfolio be invested in any one industry, unless that industry represents
greater than 20 percent of the benchmark market index. International equity investments shall be diversified by country and by industry and
primarily include securities listed on
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significant exchanges. Equity portfolios may include a small portion of convertible bonds and preferred stock but these securities do not
substitute as bonds within the portfolios. Investment managers selected by the Company to manage the fixed income investments are also
prohibited from holding more than 5 percent in any one company or affiliated group of companies, other than U.S. government securities, and
from holding more than 25 percent of investments in any one industry. In addition, no more than 25 percent of the fixed income portfolio may
be invested in foreign securities and no more than 25 percent of the portfolio may be invested in below investment grade securities.
The Company expects to contribute $13.2 million to its U.S. and foreign pension plans and $3.8 million to its other U.S. postretirement
benefit plan in 2009.
The Company’s actual return experience for the year ended December 27, 2008 was a loss of 24 percent for its U.S. Plans and 17 percent
for its foreign plans compared to the assumed return of those assets noted above. The losses are expected to negatively impact the
Company’s 2009 pension costs by approximately $1.3 million. The 2009 contributions for the Company’s pension plan are expected to be
approximately $13.2 million. As a result of the economic conditions impacting plan assets in 2008, the Company decreased the targeted funding
levels for the funded U.S. plan from 90 percent in 2008 to 80 percent in 2009; however, the Company’s funding of the U.S. plan is and will be
within the legal requirements.
The Company also has several savings, thrift and profit-sharing plans. Its contributions to these plans are in part based upon various
levels of employee participation. The total cost of these plans was $7.4 million in 2008, $5.8 million in 2007 and $5.5 million in 2006.
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid for the Company’s foreign
and U.S. plans:
Ye ars Pe n sion be n e fits Postre tire m e n t be n e fits S u bsidy Re ce ipts Total

2009 11.1 4.3 0.5 14.9
2010 10.2 4.3 0.5 14.0
2011 25.2 4.4 0.5 29.1
2012 11.2 4.3 0.5 15.0
2013 11.8 4.3 0.5 15.6
2014-2018 69.0 19.8 2.9 85.9
Included in the postretirement benefits in the table above are expected payments for prescription drug benefits. As a result of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003, the Company expects subsidy receipts of $5.4 million from 2009
through 2016 related to these prescription drug benefits.
Note 14: Incentive Compensation Plans

Incentive Plans. On May 17, 2006 the shareholders of the Company approved the adoption of the Tupperware Brands Corporation 2006
Incentive Plan (the “2006 Incentive Plan”). The 2006 Incentive Plan provides for the issuance of cash and stock-based incentive awards to
employees and certain non-employee participants. Stock-based awards may be in the form of performance awards, stock options, stock
appreciation rights, restricted stock awards and restricted stock unit awards. The total number of shares available for grant under the 2006
Incentive Plan as of December 27, 2008, was 2,192,079 of which 900,597 could be issued in the form of restricted stock or restricted stock units.
Other than for options on 157,118 shares exchanged for certain BeautiControl options in connection with the 2000 acquisition, all
options’ exercise prices are equal to the underlying shares’ grant-date market values.
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Outstanding unvested options generally vest in one-third increments on the anniversary of the grant date in each of the following three years;
however, certain options granted in 2000 and 2001 have terms that provide for vesting after seven years, or earlier if certain stock price
appreciation goals are attained. During 2008, options of this type on 45,071 shares vested and options of this type on 1,510,616 shares vested
prior to 2008. At December 27, 2008, options of this type to purchase 1,019,668 shares were outstanding. As of the end of 2008, there were no
unvested options of this type.
All outstanding options have exercise periods that are 10 years from the date of grant and outstanding restricted shares have initial
vesting periods ranging from one to six years. Included in the restricted stock activity are 110,000 shares granted in 2006 under which vesting
is based on certain performance conditions that were achieved in 2008. Under the plan, awards that are canceled or expire are added back to
the pool of available shares.
The Company also has rolling performance share plans under which selected key senior executives are eligible to participate. The
program provides incentive opportunity based on the overall success of the Company, as reflected through increases in cash flow and
earnings per share over a three year performance period. The program is based upon a pre-defined number of performance share units, if
performance measures have been achieved. Plans with performance periods ending in 2008 and earlier were paid out in cash based on the
Company average stock price over the last 60 trading days of the final year of the performance period. In November 2008, the Company
modified this program and beginning with the plan with a performance period ending in 2009, the awards will be made in the Company’s
common stock. Under the provision of SFAS 123(R) this reflected a modification of the running plans from liability based awards to equity
based awards. As a result, the Company reclassified $1.6 million from long-term liabilities to additional paid in capital during the year ended
December 27, 2008. The Company will continue to record expense on these awards based on the probability of achieving the performance
conditions over the three year performance period; however, the Company will no longer remeasure the fair value of the awards, as had been
the case previously, as the per share value of the awards were fixed on the date the awards were modified. The Company has paid in cash to
participants $3.0 million, $3.7 million and $2.3 million for the plans ending in 2008, 2007 and 2006, respectively.
In January 2009, the terms of then-outstanding stock options were modified to allow employees to net share settle when exercising their
stock options. This modification of the awards had no material impact.
Director Plan. On May 17, 2006 the Company’s shareholders also approved amendments to the Tupperware Brands Corporation
Director Stock Plan (“Director Stock Plan”). The amendments expanded the types of awards that may be issued under the Director Stock Plan
to include restricted stock and restricted stock unit awards and authorize the Nominating and Governance Committee of the Board of Directors
to grant equity-based awards in amounts and with terms and conditions that permit the Company to attract and retain qualified directors.
Under the Director Stock Plan, non-employee directors are obligated to receive one-half of their annual retainers in the form of stock and
may elect to receive the balance of their annual retainers in the form of stock or cash. In addition, each non-employee director is eligible to
receive a stock award in such form, at such time and in such amount as may be determined by the Nominating and Governance Committee of
the Board of Directors. The number of shares authorized for grant under the Director Stock Plan and the number of shares available for grant
as of December 27, 2008, were 600,000 and 211,595, respectively. Shares available have been reduced by 23,484 restricted stock units granted in
2008, which will vest in 2009, and had a grant-date fair value of $36.19.
Compensation expense associated with restricted stock and restricted stock unit grants which settle in stock is equal to the market value
of the shares on the date of grant and is recorded pro rata over the requisite service period. For awards which are paid in cash, compensation
expense is remeasured each reporting period based on the market value of the shares. For fiscal years 2008, 2007 and 2006, compensation
expense associated with restricted stock and restricted stock units granted to employees and directors was $3.4 million, $3.0 million and $2.5
million, respectively.
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Compensation expense associated with all employee stock-based compensation was $8.5 million, $7.6 million and $6.6 million in 2008,
2007 and 2006, respectively. The tax benefit associated with this compensation expense was $3.1 million, $2.7 million and $2.4 million in 2008,
2007 and 2006, respectively.
Earned cash performance awards of $22.5 million, $21.3 million and $15.7 million were included in the Consolidated Statements of Income
for 2008, 2007 and 2006, respectively.
Stock option activity for 2008 under all of the Company’s Incentive Plans is summarized in the following table.
O u tstan ding Exe rcisable

W e ighte d O ptions W e ighte d
S h are s su bje ct ave rage e xe rcise e xe rcisable at ave rage e xe rcise
S tock option s to option price pe r sh are ye ar e n d price pe r sh are
Balance at December 29, 2007 7,163,330 $ 20.44 5,646,699 $ 18.36
Granted 715,700 17.59
Expired / Forfeited (25,057) 25.76
Exercised (1,526,104) 18.64
Balance at December 27, 2008 6,327,869 $ 20.52 4,866,334 $ 19.48
The intrinsic value of options exercised during 2008, 2007, and 2006 totaled $23.0 million, $22.9 million and $1.5 million, respectively. As of
December 27, 2008, total unrecognized stock based compensation expense related to unvested stock options and restricted stock was $11.0
million, which is expected to be recognized over a weighted average period of 26 months. The average remaining contractual life on shares
outstanding and exercisable options is 5.1 years and 3.8 years, respectively. The weighted average estimated grant date fair value of 2008, 2007
and 2006 option grants was $5.51, $7.72 and $4.26 per share, respectively.
Restricted stock and restricted stock unit activity for 2008 under all of the Company’s Incentive Plans is summarized in the following
table:
S h are s W e ighte d ave rage

Re stricte d stock an d re stricte d stock u n its ou tstan ding gran t date fair valu e
Balance at December 29, 2007 412,567 $ 23.21
Granted 209,834 19.98
Award modification of performance share plans 167,300 17.54
Vested (238,880) 22.86
Forfeited (4,000) 22.16
Balance at December 27, 2008 546,821 $ 20.40
The fair value of restricted stock and restricted stock units vested in 2008, 2007 and 2006 was $5.5 million, $3.3 million and $2.3 million,
respectively. Included in the restricted stock units granted in 2008 are 6,850 shares which upon vesting will be settled in cash. These shares
are remeasured at the end of each reporting period and accrued expense is included as a liability in the Consolidated Financial Statements. As
of December 27, 2008 these awards had a fair value of $0.1 million.
In 2009, the Board of Directors of the Company granted stock options on 117,850 shares and 250,000 shares of restricted stock to certain
employees. The aggregate grant date fair value of the awards was $5.0 million.
Stock from treasury shares is issued when stock options are exercised or restricted stock is awarded. If no such shares are available in
the future, newly issued shares will be distributed. In May 2007, the Company’s Board of Directors approved a program for repurchasing
shares with an aggregate cost up to $150 million over 5 years. At that time, the Company intended to use proceeds from stock option exercises
to make purchases under the authorization to offset a portion of the dilution that would otherwise result from these exercises. In October 2008,
the Company’s Board authorized the repurchase of shares under the program with cash generated from the Company’s operations as well. For
the year ended December 27, 2008 and December 29, 2007, respectively, under this authorization the Company repurchased 0.6 million shares at
an aggregate cost of $22.7 million and 1.4 million shares at an aggregate cost of $41.6 million.
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Note 15: Segment Information

The Company manufactures and distributes a broad portfolio of products primarily through independent direct sales consultants. Certain
operating segments have been aggregated based upon consistency of economic substance, products, production process, class of customers
and distribution method.
The Company’s reportable segments include the following businesses:
Europe Primarily design-centric preparation, storage and serving solutions for the kitchen and home
Asia Pacific through the Tupperware® brand. Europe includes Avroy Shlain® and Swissgarde®, which are
beauty and personal care units in Southern Africa. Asia Pacific includes NaturCare®, a beauty
North America and personal care unit in Japan.
Beauty North America Premium cosmetics, skin care and personal care products marketed under the BeautiControl®
and Armand Dupree® brands in the United States, Canada and Puerto Rico and the Fuller
Cosmetics® brand in Mexico.
Beauty Other Primarily beauty and personal care products mainly in Australia and the Philippines under the
Nutrimetics® and Fuller® brands, respectively. Both kitchen and beauty products in South
America under the Fuller®, Nuvo® and Tupperware ® brands.
Worldwide sales of beauty and personal care products totaled $711.2 million, $719.0 million and $663.3 million in 2008, 2007 and 2006,
respectively.
(In millions) 2008 2007 2006

Net sales:
Tupperware:
Europe $ 769.6 $ 688.2 $ 615.9
Asia Pacific 336.1 292.4 239.7
North America 303.3 289.8 255.5
Beauty:
North America 460.7 461.5 423.1
Beauty Other 292.1 249.5 209.5
Total net sales $2,161.8 $1,981.4 $1,743.7
Segment profit (loss):
Tupperware:
Europe $ 123.8 $ 111.0 $ 94.4
Asia Pacific 64.7 52.0 33.8
North America 27.7 21.3 8.7
Beauty:
Beauty Other (5.0) (7.6) (12.7)
Total profit $ 271.7 $ 243.0 $ 182.3
Unallocated expenses (39.8) (43.9) (36.4)
Other, net (a),(c) 24.9 11.8 12.5
Re-engineering and impairment charges (b) (9.0) (9.0) (7.6)
Impairment of goodwill and intangible assets (d) (9.0) (11.3) —
Interest expense, net (e) (36.9) (49.2) (47.0)
Income before income taxes $ 201.9 $ 141.4 $ 103.8
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(In millions) 2008 2007 2006

Depreciation and amortization:
Tupperware:
Europe $ 23.1 $ 22.5 $ 21.3
Beauty:
Beauty Other 7.4 8.4 9.6
Corporate 1.4 1.5 1.5
Total depreciation and amortization $ 60.6 $ 63.5 $ 72.9
Capital expenditures:
Tupperware:
Europe $ 21.6 $ 19.1 $ 19.5
Beauty:
Beauty Other 5.3 6.1 4.7
Corporate 1.9 8.0 4.8
Total capital expenditures $ 54.4 $ 50.3 $ 52.1
Identifiable assets:
Tupperware:
Europe $ 386.0 $ 392.2 $ 329.9
Asia Pacific 187.7 167.9 173.2
North America 162.8 183.4 198.5
Beauty:
North America 412.0 476.7 460.3
Beauty Other 265.3 312.8 291.5
Corporate 401.8 335.7 258.7
Total identifiable assets $1,815.6 $1,868.7 $1,712.1
a. In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. During 2008, 2007 and 2006, pretax
gains from these sales were $2.2 million, $5.6 million and $9.3 million, respectively, and were recorded in Other, net in the table above.
Internal costs for management incentives directly related to these sales were $0.2 million in 2006. Effective December 30, 2006, this
incentive compensation program was terminated.
b. The re-engineering and impairment charges line provides for severance and other exit costs. See Note 2 to the Consolidated Financial
Statements.
c. In 2008, the Company recognized $23.3 million in insurance pre-tax gains, $22.2 million relating to the 2007 fire in South Carolina, $1.1
million from flood damage in France and Indonesia. In 2008, the Company recorded $0.6 million in losses from asset disposals in the
Philippines. The 2007, operating results were impacted by the sale of excess land in Australia resulting in a $2.1 million pretax gain and a
pretax gain of $1.6 million recognized from the sale of the Company’s Philippine manufacturing facility. During 2006, the Company
recorded pretax gains of $4.4 million as a result of an insurance settlement from hurricane damage suffered at the Company’s
headquarters location in Orlando, Florida. Additionally, in 2006 the Company recorded expense of $1.2 million related to a loss arising
from a fire at its former manufacturing facility in Tennessee. In 2007, a gain of $2.5 million was recognized in settlement of the associated
insurance claim with the Tennessee facility. These amounts are included in Other, net in the table above.
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d. As a result of valuations performed, the Company recorded a $6.5 million impairment to the Nutrimetics tradename and a $2.5 million
impairment to the NaturCare tradename in 2008, and an $11.3 million impairment to the Nutrimetrics tradename and goodwill in 2007. See
Note 6 to the Consolidated Financial Statements. The Nutrimetics goodwill and tradename is included in the Beauty Other segment and
the NaturCare tradename is included in the Asia Pacific segment.
e. In 2007, the Company entered into a new credit agreement replacing the existing credit facility which resulted in a non-cash write-off of
deferred debt costs totaling $6.1 million. In connection with the termination of the previous credit facility, the Company also terminated
certain related floating-to-fixed interest rate swaps resulting in a $3.5 million termination payment also included in interest expense for
2007.
Sales and segment profit in the preceding table are from transactions with customers, with inter-segment profit eliminated. Sales
generated by product line, except beauty and personal care versus Tupperware®, are not captured in the financial statements and disclosure of
the information is impractical. Sales to a single customer did not exceed 10 percent of total sales in any segment. Export sales were
insignificant. Sales to customers in Germany were $197.1 million, $192.4 million and $198.0 million in 2008, 2007 and 2006, respectively. Sales of
Tupperware and beauty products to customers in Mexico were $429.3 million, $411.0 million and $370.4 million in 2008, 2007 and 2006,
respectively. There was no other foreign country in which sales were material to the Company’s total sales. Sales of Tupperware and
BeautiControl products to customers in the United States were $295.6 million, $305.6 million and $284.9 million in 2008, 2007 and 2006,
respectively. Unallocated expenses are corporate expenses and other items not directly related to the operations of any particular segment.
Corporate assets consist of cash and buildings and assets maintained for general corporate purposes. As of the end of 2008, 2007 and
2006, respectively, long-lived assets in the United States were $72.2 million, $75.3 million and $90.1 million.
As of December 27, 2008 and December 29, 2007 the Company’s net investment in international operations was $831.6 million and $868.0
million, respectively. The Company is subject to the usual economic risks associated with international operations; however, these risks are
partially mitigated by the broad geographic dispersion of the Company’s operations.
Included in the cash balance of $124.8 million reported at the end of 2008 was a cash balance of $16.1 million denominated in Venezuelan
bolivars. The balance is primarily a result of favorable operating cash flows in the market. Due to Venezuelan government restrictions on
transfers of cash out of the country and control of exchange rates, the Company can not immediately repatriate this cash at the exchange rate
used to translate the Venezuelan bolivars into U.S. dollars for inclusion on the Company’s Consolidated Balance Sheet. It has applied for
authorization to transfer approximately $7.4 million out of the country at the exchange rate used to state in U.S. dollars the bolivars held at
December 27, 2008. The Company believes it could immediately repatriate the cash from Venezuela, but it would only be able to do so at an
exchange rate that is currently approximately 60 percent less favorable. This would result in the Company having fewer U.S. dollars than
currently reported as a component of cash and cash equivalents on its Consolidated Balance Sheet with the difference recorded as a foreign
exchange loss in its Consolidated Statements of Income. Also included in the Company’s cash balance at the end of 2008 was cash of $24.0
million in China and $11.7 million in India, which the Company is currently working to efficiently make available outside of those countries.
Note 16: Commitments and Contingencies

The Company and certain subsidiaries are involved in litigation and various legal matters that are being defended and handled in the
ordinary course of business. Included among these matters are environmental issues. The Company does not include estimated future legal
costs in any necessary accruals. The Company believes that it is remote that the Company’s contingencies will have a material adverse effect
on its financial position, results of operations or cash flow.
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Kraft Foods, Inc., which was formerly affiliated with Premark International, Inc., the Company’s former parent, and Tupperware, has
assumed any liabilities arising out of certain divested or discontinued businesses. The liabilities assumed include matters alleging product
liability, environmental liability and infringement of patents. As part of the Acquisition, Sara Lee Corporation indemnified the Company for any
liabilities arising out of any existing litigation at the time of the Acquisition and for certain legal matters arising out of circumstances which
might relate to periods before or after the date of the Acquisition.
On December 11, 2007, the Company experienced a fire at its Hemingway, SC facility, causing complete destruction of its main finished
goods warehouse and its contents. The Company is adequately insured to recover its inventory and building loss and direct costs associated
with the fire. As of December 27, 2008, the Company had received $42.6 million in proceeds, of which $39.6 million was received in 2008, from
its insurance companies to recover the destroyed inventory; property, plant and equipment; and costs associated with recovering from the fire
resulting in a $22.2 million pre-tax gain after netting the costs of all assets lost and direct costs incurred related to the fire. The Company
expects to receive additional proceeds in 2009 to settle the remaining amounts due under the claim; however, at this time these amounts had
not been included in the gain recorded as the contingency related to these amounts have not yet been resolved and the amount is not
currently determinable. The Company included $19.5 million of proceeds in operating activities on the Consolidated Statement of Cash flows
as these proceeds related to destroyed inventory and certain fire related costs. The Company included $6.4 million and $3.0 million in proceeds
in investing activities for the years ended December 27, 2008 and December 29, 2007, respectively, as they related to property, plant and
equipment.
Leases. Rental expense for operating leases totaled $31.8 million in 2008, $30.3 million in 2007 and $26.7 million in 2006. Approximate
minimum rental commitments under non-cancelable operating leases in effect at December 27, 2008 were: 2009—$23.2 million; 2010—$13.2
million; 2011—$5.6 million; 2012—$3.8 million, 2013—$3.6 million and after 2013—$3.5 million. Leases included in the minimum rental
commitments for 2008 and 2009 primarily relate to lease agreements for automobiles which generally have a lease term of 2-3 years with the
remaining leases related to office space and equipment. It is common for lease agreements to contain various provisions for items such as step
rent or other escalation clauses and lease concessions which may offer a period of no rent payment. These types of items are considered by
the Company and are recorded into expense on a straight line basis over the minimum lease terms. The Company has a lease agreement on a
warehouse located in Europe which offers a purchase option of about $4.0 million, which is expected to approximate fair market value, at the
end of the lease term in 2010. There are no material lease agreements containing renewal options. Certain leases require the Company to pay
property taxes, insurance and routine maintenance.
Note 17: Related Party Transactions

Tupperware Brands and its subsidiaries from time to time use the services of an outside printing firm. The Company’s chairman and chief
executive officer is a member of this firm’s board of directors. The transactions with this counterparty are considered related party transactions
due to this relationship. The nature of these transactions were limited to certain printing services for the Company’s catalogs as well as the
Company’s annual report. The total aggregate value of these transactions in 2008 was $2.5 million, which is included in DS&A in the
Company’s Consolidated Financial Statements.
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Note 18: Quarterly Financial Summary (Unaudited)

Following is a summary of the unaudited interim results of operations for each quarter in the years ended December 27, 2008 and
December 29, 2007.
First S e con d Th ird Fourth

(In millions, except per share amounts) qu arte r qu arte r qu arte r qu arte r
Year ended December 27, 2008:
Net sales $ 543.4 $ 583.6 $ 513.1 $ 521.7
Gross margin 348.6 384.3 327.0 337.8
Net income 32.1 36.0 27.5 65.8
Basic earnings per share 0.52 0.59 0.44 1.07
Diluted earning per share 0.51 0.56 0.44 1.06
Dividends declared per share 0.22 0.22 0.22 0.22
Composite stock price range:
High 39.49 44.98 41.33 28.08
Low 23.60 33.30 26.84 14.63
Close 37.56 33.40 28.41 20.76
Year ended December 29, 2007:
Net sales $ 456.9 $ 492.9 $ 454.7 $ 576.9
Gross margin 295.7 325.3 293.8 371.2
Net income 19.6 35.5 6.9 54.9
Basic earnings per share 0.33 0.58 0.11 0.90
Diluted earning per share 0.32 0.56 0.11 0.88
Dividends declared per share 0.22 0.22 0.22 0.22
Composite stock price range:
High 25.19 29.60 33.36 36.74
Low 21.56 24.52 25.95 31.04
Close 24.93 28.74 31.49 33.06
Certain items impacting quarterly comparability for 2008 and 2007 are as follows:
• In 2002, the Company began to sell land held for development near its Orlando, Florida headquarters. In the third quarter of 2008,
the Company recorded pretax gains of $2.2 million related to these land sales. In the third quarter of 2007, the Company recorded
pretax gains of $5.6 million related to these land sales.
• Pretax re-engineering and impairment costs of $2.2 million, $3.5 million, $1.2 million and $2.1 million were recorded in the first
through fourth quarters of 2008, respectively. Pretax re-engineering and impairment costs of $2.8 million, $0.8 million, $3.0 million
and $2.4 million were recorded in the first through fourth quarters of 2007, respectively.
• In the second quarter of 2008, as a result of interim impairment tests performed, the Company recorded a $6.5 million impairment to
the Nutrimetics tradename and a $2.5 million impairment to the NaturCare tradename. In the third quarter of 2007, the Company
completed its annual review of goodwill and intangible assets of the Acquired units. As a result of this review the Nutrimetics’
goodwill and tradename were deemed to be impaired, resulting in an impairment of $11.3 million.
• In third quarter of 2007, the Company entered into a new credit agreement replacing the existing credit facility which resulted in a
non-cash write-off of deferred debt costs totaling $6.1 million. In connection with the termination of the previous credit facility, the
Company also terminated certain floating-to-fixed interest rate swaps related to the previous credit agreement resulting in a $3.5
million termination payment also included in interest expense for 2007.
• In the fourth quarter of 2008 the Company recognized $22.7 million in insurance pre-tax gains, $22.2 million relating to the 2007 fire in
South Carolina and $0.5 million from flood damage in France. In the second quarter of 2008 the Company recognized $0.6 million in
pre-tax insurance gains from flood damage in Indonesia. In the first quarter of 2007, a gain of $2.5 million was recognized in
settlement of insurance claims associated with the 2006 fire at the Company’s former manufacturing facility in Tennessee.
• In the fourth quarter of 2008, the Company recorded $0.6 million in losses from asset disposals in the Philippines. The 2007
operating results were impacted by the sale of excess land in Australia resulting in a $2.1 million pretax gain recorded in the second
quarter and a pretax gain of $1.6 million recognized from the sale of the Company’s Philippine manufacturing facility recorded in the
fourth quarter.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Tupperware Brands Corporation
In our opinion, the consolidated balance sheets and the related consolidated statements of income, of shareholders’ equity and
comprehensive income and cash flows listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial
position of Tupperware Brands Corporation and its subsidiaries at December 27, 2008 and December 29, 2007, and the results of their
operations and their cash flows for each of the three years in the period ended December 27, 2008 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing
under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 27, 2008, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial
statements and the accompanying financial statement schedule, for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over
Financial Reporting appearing in Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement
schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 13 and Note 12, respectively, to the consolidated financial statements, the Company changed the manner in which
it accounts for retirement obligations in fiscal 2006 and uncertain tax positions in fiscal 2007.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP
Orlando, Florida
February 24, 2009
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) that are
designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that
such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls
and procedures, management recognized that controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this report, management, under the supervision of the Company’s Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the disclosure
controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Exchange Act Rule 13a-15(f). As of the end of the period covered by this report, management, under the supervision of the
Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the
Treadway Commission. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s
internal control over financial reporting were effective as of the end of the period covered by this report. The effectiveness of the Company’s
internal control over financial reporting as of December 27, 2008, has been audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in its report which is included herein.
Changes in Internal Controls

There have been no significant changes in the Company’s internal control over financial reporting during the Company’s fourth quarter
that have materially affected or are reasonably likely to materially affect its internal control over financial reporting as defined in Rule 13a-15(f)
promulgated under the Securities Exchange Act of 1934.
Item 9B. Other Information

None
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PART III
Item 10. Directors, Executive Officers and Corporate Governance

Certain information with regard to the directors of the Registrant as required by Item 401 of Regulation S-K is set forth under the sub-
caption “Board of Directors” appearing under the caption “Election of Directors” in the Proxy Statement related to the 2009 Annual Meeting of
Shareholders to be held on May 13, 2009 and is incorporated herein by reference.
The information as to the executive officers of the Registrant is included in Part I hereof under the caption “Executive Officers of the
Registrant” in reliance upon General Instruction G to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K.
The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” appearing in the Registrant’s Proxy Statement for the
2009 Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as required by Item 405 of Regulation S-K and
is incorporated herein by reference.
The section entitled “Corporate Governance” appearing in the Registrant’s Proxy Statement for the 2009 Annual Meeting of
Shareholders to be held on May 13, 2009 sets forth certain information with respect to the Registrant’s code of conduct and ethics as required
by Item 406 of Regulation S-K and is incorporated herein by reference.
There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of
directors during 2008, as set forth by Item 407(c)(3).
The sections entitled “Corporate Governance” and “Board Committees” appearing in the Registrant’s Proxy Statement for the 2009
Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information regarding the Audit, Finance and Corporate
Responsibility Committee including the members of the Committee and the financial expert, as set forth by Item 407(d)(4) and (d)(5) of
Regulation S-K and is incorporated herein by reference.
Item 11. Executive Compensation

The information set forth under the caption “Compensation of Directors and Executive Officers” of the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on May 13, 2009, and the information in such Proxy Statement relating to executive officers’ and
directors’ compensation is incorporated herein by reference.
The information set forth under the captions “Board Committees” and “Compensation and Management Development Committee
Report” of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13, 2009 sets forth certain information as
required by Item 407(e)(4) and Item 407(e)(5) of Regulation S-K and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information set forth under the captions “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Management”
and “Equity Compensation Plan Information” in the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 13,
2009, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” appearing in the
Registrant’s Proxy Statement for the 2009 Annual Meeting of Shareholders, is incorporated herein by reference.
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Item 14. Principal Accounting Fees and Services

The information set fourth under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” “All Other Fees,” and “Approval of
Services” in the Proxy Statement related to the Annual Meeting of Shareholders to be held on May 13, 2009, is incorporated herein by
reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules

(a) (1) List of Financial Statements
The following Consolidated Financial Statements of Tupperware Brands Corporation and Report of Independent Registered Public
Accounting Firm are included in this Report under Item 8:
Consolidated Statements of Income, Shareholders’ Equity and Comprehensive Income and Cash Flows—Years ended
December 27, 2008, December 29, 2007 and December 30, 2006;
Consolidated Balance Sheets—December 27, 2008 and December 29, 2007;
Notes to the Consolidated Financial Statements; and
Report of Independent Registered Public Accounting Firm.
(a) (2) List of Financial Statement Schedule

The following Consolidated Financial Statement Schedule (numbered in accordance with Regulation S-X) of Tupperware Brands
Corporation is included in this Report:
Schedule II—Valuation and Qualifying Accounts for each of the three years ended December 27, 2008.
All other schedules for which provision is made in the applicable accounting regulations of the Securities Exchange Commission are not
required under the related instructions, are inapplicable or the information called for therein is included elsewhere in the financial statements or
related notes contained or incorporated by reference herein.
(a) (3) List of Exhibits: (numbered in accordance with Item 601 of Regulation S-K)
Exh ibit
Nu m be r De scription
*3.1 Restated Certificate of Incorporation of the Registrant (Attached as Exhibit 3.1 to Form 10-Q, filed with the Commission on
August 5, 2008 and incorporated herein by reference).
*3.2 Amended and Restated By-laws of the Registrant as amended August 28, 2008 (Attached as Exhibit 3.2 to Form 8-K, filed with
the SEC on August 28, 2008 and incorporated herein by reference).
10.1 1996 Incentive Plan as amended through January 26, 2009.
10.2 Directors’ Stock Plan as amended through January 26, 2009.
10.3 Form of Change of Control Employment Agreement
*10.4 Credit Agreement dated September 28, 2007 (Attached as Exhibit 10.1 to Form 8-K, filed with the SEC on October 2, 2007 and
incorporated herein by reference).
*10.5 Securities and Asset Purchase Agreement between the Registrant and Sara Lee Corporation dated as of August 10, 2005
(Attached as Exhibit 10.01 to Form 8-K/A, filed with the SEC on August 15, 2005 and incorporated herein by reference).
10.6 Forms of stock option, restricted stock and restricted stock unit agreements utilized with the Registrant’s officers and directors
under certain stock-based incentive plans.
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Exh ibit
Nu m be r De scription
*10.8 Chief Executive Officer Severance Agreement between the Registrant and E.V. Goings dated June 1, 2003. (Attached as
Exhibit 10.2 to Form 10-Q filed with the SEC on August 12, 2003, and incorporated herein by reference).
10.9 Supplemental Executive Retirement Plan, amended and restated effective January 1, 2009.
10.10 2002 Incentive Plan, as amended through January 26, 2009.
10.11 Supplemental Plan, amended and restated effective January 1, 2009.
21 Subsidiaries of Tupperware Brands Corporation as of February 18, 2009.
23 Consent of Independent Registered Public Accounting Firm.
24 Powers of Attorney.
31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.
32.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Executive Officer.
32.2 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code by the Chief Financial Officer.
* Document has heretofore been filed with the SEC and is incorporated by reference and made a part hereof.
The Registrant agrees to furnish, upon request of the SEC, a copy of all constituent instruments defining the rights of holders of long-
term debt of the Registrant and its consolidated subsidiaries.
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SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 27, 2008
(In millions)
C ol. A C ol. B. C ol. C . C ol. D. C ol. E.

Addition s
Balan ce at C h arge d to C h arge d Balan ce
Be ginn ing C osts an d to O the r at En d
of Pe riod Expe n se s Accou n ts De du ction s of Pe riod
Allowance for doubtful accounts, current and long term:
Year ended December 27, 2008 $ 52.8 $ 9.1 $ — $ (7.5) / F1 $ 49.2
(5.2) / F2
Year ended December 29, 2007 42.4 14.2 — (7.7) / F1 52.8
3.9 / F2
2.6 / F2
Valuation allowance for deferred tax assets:
Year ended December 29, 2007 47.0 57.1 — 0.6 / F2 104.7
1.2 / F2
Allowance for Inventory Valuation:
(7.9) / F3
(7.1) / F3
(10.9) / F3
F1 Represents write-offs less recoveries.

F2 Foreign currency translation adjustment.
F3 Represents write-offs less inventory sold.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)
By: /s/ E.V. GOINGS

E.V. Goings
C h airm an an d C h ie f Exe cu tive O ffice r
February 24, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date indicated.
S ignature Title
/s/ E.V. GOINGS Chairman and Chief Executive Officer and Director
E.V. Goings (Principal Executive Officer)
/s/ MICHAEL S. POTESHMAN Executive Vice President and Chief Financial Officer (Principal
Mich ae l S. Pote sh m an Financial Officer)
/s/ NICHOLAS K. POUCHER Vice President and Controller (Principal Accounting Officer)
Nich olas K. Pou ch e r
* Director
C athe rin e A. Be rtin i
* Director
Rita Bornste in, Ph .D.
* Director
Kriss C loninge r III
* Director
C lifford J. Gru m
* Director
Joe R. Le e
* Director
Bob Marbut
* Director
An ge l R. Martine z
* Director
Robe rt J. Murray
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S ignature Title
* Director
David R. Park e r
* Director
Joyce M. Roch é
* Director
J. Patrick S pain h ou r
* Director
M. An n e S z ostak
By: /s/ THOMAS M. ROEHLK

Th om as M. Roe h lk
Attorn e y-in -fact
February 24, 2009
98
Exhibit 10.1

1996 INCENTIVE PLAN
(As amended August 18, 1999, August 10, 2000, December 28, 2005, November 2, 2006 and January 26, 2009)
Article 1. Establishment, Purpose, and Duration

1.1 Establishment of the Plan. Tupperware Brands Corporation, a Delaware corporation (hereinafter referred to as the “Company”), hereby
establishes an incentive compensation plan to be known as the “Tupperware Brands Corporation 1996 Incentive Plan” (hereinafter referred to
as the “Plan”), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock, and Performance Awards. The Plan shall become effective as of the Effective Date, and shall remain in
effect as provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal
interests of Participants to those of the Company’s stockholders, and by providing Participants with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of
Participants upon whose judgment, interest, and special efforts the successful conduct of its operations largely is dependent.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of
Directors to terminate, amend or modify the Plan at any time pursuant to Article 14 herein, until all Shares subject to it shall have been
purchased or acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after May 1,
2006.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of
the word is capitalized:
(a) “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options,
SARs, Restricted Stock, or Performance Awards.
(b) “Award Agreement” means an agreement entered into by each Participant and the Company, setting forth the terms and
provisions applicable to Awards granted to Participants under this Plan.
(c) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
(d) “Beneficiary” means a person who may be designated by a Participant pursuant to Article 10 and to whom any benefit under
the Plan is to be paid in case of the Participant’s death or physical or mental incapacity, as determined by the Committee, before he
or she receives any or all of such benefit.
(e) “Board” or “Board of Directors” means the Board of Directors of the Company.
(f) “Cause” means (i) conviction of a Participant for committing a felony under federal law or the law of the state in which such
action occurred, (ii) dishonesty in the course of fulfilling a Participant’s employment duties or (iii) willful and deliberate failure on
the part of a Participant to perform his employment duties in any material respect, or such other events as shall be determined by
the Committee. The Committee shall have the sole discretion to determine whether “Cause” exists, and its determination shall be
final.
(g) “Change of Control” of the Company means:
i. An acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (1) the then outstanding Shares (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then outstanding Shares entitled to
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vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the
following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired from the Company, (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition by any Person pursuant to a transaction which complies with
clauses (1), (2) and (3) of subsection (iii) of this definition; or
ii. A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute
the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, for purposes of this definition, that any individual who becomes a member of
the Board subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least a majority of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or
on behalf of a person or legal entity other than the Board shall not be so considered as a member of the Incumbent Board;
or
iii. The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation
(“Corporate Transaction”) or, if consummation of such Corporate Transaction is subject, at the time of such approval by
stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all
of the individuals and entities who are the Beneficial Owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, more than 60% of, respectively, the outstanding Shares, and the combined voting power of the then
outstanding Shares entitled to vote generally in the election of directors, as the case may be, of the Company resulting from
such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or
indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to
vote generally in the election of directors except to the extent that such ownership existed with respect to the Company
prior to the Corporate Transaction and (3) individuals who were members of the Incumbent Board will constitute at least a
majority of the board of directors of the corporation resulting from such Corporate Transaction; or
iv. The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(h) “Change of Control Price” means the higher of (i) the highest reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are
listed or on NASDAQ during the 60-day period prior to and including the date of a Change of Control or (ii) if the Change of
Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction; provided, however, that (x) in the case of a Stock Option which (A) is held
by an optionee who is an officer or director of the Corporation and is subject to Section 16(b) of the Exchange Act
-2-
and (B) was granted within 240 days of the Change of Control, then the Change of Control Price for such Stock Option shall be the
Fair Market Value of the Common Stock on the date such Stock Option is exercised or deemed exercised and (y) in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change of Control Price shall be in
all cases the Fair Market Value of the Common Stock on the date such Incentive Stock Option or Stock Appreciation Right is
exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or
other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion
of the Board.
(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(j) “Commission” means the Securities and Exchange Commission or any successor agency.
(k) “Committee” means the committee described in Article 3 or (unless otherwise stated) its designee pursuant to a delegation by
the Committee as contemplated by Section 3.3.
(l) “Company” means Tupperware Brands Corporation, a Delaware corporation, or any successor thereto as provided in Article 16
herein.
(m) “Covered Employee” has the meaning ascribed thereto in Section 162(m) of the Code and the regulations thereunder.
(n) “Director” means any individual who is a member of the Board of Directors of the Company.
(o) “Disinterested Person” means a member of the Board who qualifies as a disinterested person as defined in Rule 16b-3(c)(2), as
promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.
(p) “Effective Date” means May 20, 1996.
(q) “Employee” means any nonunion employee of the Company or of the Company’s Subsidiaries. Directors who are not otherwise
employed by the Company shall not be considered Employees under this Plan.
(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.
(s) “Fair Market Value” means, except as expressly provided otherwise, as of any given date, the closing sales price of the Common
Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ. If there is no regular public trading market for such Common
Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.
(t) “Freestanding SAR” means a SAR that is granted independently of any Options pursuant to Section 7.1 herein.
(u) “Incentive Stock Option” or “ISO” means an option to purchase Shares, granted under Article 6 herein, which is designated as
an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.
(v) “Insider” shall mean an Employee who is, on the relevant date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as defined under Section 16 of the Exchange Act.
(w) “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article 6 herein, which is not
intended to be an Incentive Stock Option.
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(x) “Option” means an Incentive Stock Option or a Non-qualified Stock Option.

(y) “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the
Committee.
(z) “Participant” means an Employee of the Company who has been granted an Award under the Plan.
(aa) “Performance Award” means an Award granted to an Employee, as described in Article 9 herein, including Performance Units
and Performance Shares.
(ab) “Performance Goals” means the performance goals established by the Committee prior to the grant of Performance Awards
that are based on the attainment of one or any combination of the following: specified levels of earnings per share from continuing
operations, operating income, revenues, return on operating assets, return on equity, stockholder return (measured in terms of
stock price appreciation) and/or total stockholder return (measured in terms of stock price appreciation and/or dividend growth),
achievement of cost control, working capital turns, cash flow, net income, economic value added, segment profit, sales force
growth, or stock price of the Company or such subsidiary, division or department of the Company for or within which the
Participant is primarily employed and that are intended to qualify under Section 162(m) (4) (c) of the Code. Such Performance Goals
also may be based upon the attaining of specified levels of Company performance under one or more of the measures described
above relative to the performance of other corporations. Such Performance Goals shall be set by the Committee within the time
period prescribed by Section 162(m) of the Code and related regulations.
(ac) “Performance Period” means a time period during which Performance Goals established in connection with Performance
Awards must be met.
(ad) “Performance Unit” means an Award granted to an Employee, as described in Article 9 herein.
(ae) “Performance Share” means an Award granted to an Employee, as described in Article 9 herein.
(af) “Restriction Period” or “Period” means the period or periods during which the transfer of Shares of Restricted Stock is limited
based on the passage of time and the continuation of service with the Company, and the Shares are subject to a substantial risk of
forfeiture, as provided in Article 8 herein.
(ag) “Person” shall have the meaning ascribed to such term in Section 3(a) (9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d).
(ah) “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.
(ai) “Share” means a share of common stock of the Company.
(aj) “Subsidiary” or “Subsidiaries” means any corporation or corporations in which the Company owns directly, or indirectly
through subsidiaries, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the Company owns at least fifty percent (50%) of the
combined equity thereof.
(ak) “Stock Appreciation Right” or “SAR” means an Award, granted alone (Freestanding SAR) or in connection with a related
Option (Tandem SAR), designated as a SAR, pursuant to the terms of Article 7 herein.
(al) “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Section 7.1 herein, the exercise
of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall similarly be cancelled).
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Article 3. Administration
3.1 The Committee. The Plan shall be administered by the Compensation and Directors Committee or such other committee of the Board as the
Board may from time to time designate (the “Committee”), which shall be composed of not less than two Disinterested Persons each of whom
shall be an “outside director” for purposes of Section 162(m)(4) of the Code, and shall be appointed by and serve at the pleasure of the Board.
3.2 Authority of the Committee. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to officers and
employees of the Company and its subsidiaries and Affiliates.
Among other things, the Committee shall have the authority, subject to the terms of the Plan:
(a) To select the officers and employees to whom Awards may from time to time be granted;
(b) To determine whether and to what extent Incentive Stock Options, NonQualified Stock Options, SARs, Restricted Stock and
Performance Awards or any combination thereof are to be granted hereunder;
(c) To determine the number of Shares to be covered by each Award granted hereunder;
(d) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject
to Section 6.4 (a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the
Company or any subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the Shares
relating thereto, based on such factors as the Committee shall determine;
(e) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to
Performance Goals, unless at the time of establishment of goals the Committee shall have precluded its authority to make such
adjustments; and
(f) To determine to what extent and under what circumstances Shares and other amounts payable with respect to an Award shall be
deferred.
The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it
shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto), to create sub-plans that may be desirable for limited groups of participants or jurisdictions and to otherwise
supervise the administration of the Plan.
3.3 Action of the Committee. The Committee may act only by a majority of its members then in office, except that the members thereof may
(i) delegate to an officer of the Company the authority to make decisions pursuant to Section 6.4, provided that no such delegation may be
made that would cause Awards or other transactions under the Plan to cease either to be exempt from Section 16(b) of the Exchange Act or to
qualify as “qualified performance-based compensation” as such term is defined in the regulations promulgated under Section 162(m) of the
Code, and (ii) authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the
Committee.
3.4 Decisions Binding. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan
with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or,
unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately
delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan Participants.
Article 4. Shares Subject to the Plan

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the Plan
shall be six million one hundred thousand (6,100,000); provided, however, that if during the term of the Plan the Company repurchases Shares,
additional Options may be granted equal to the number of Shares so repurchased, except that no more than one million five hundred thousand
(1,500,000) additional Shares shall be authorized for Options under this proviso; and provided further that the total number of available Shares
that may be used
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for Restricted Stock Awards under the Plan shall be limited to three hundred thousand (300,000). No Participant may be granted Awards
covering in excess of 10% of the Shares available for issuance over the life of the Plan. Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.
The following rules will apply for purposes of the determination of the number of Shares available for grant under the Plan:
(a) While an Award is outstanding, it shall be counted against the authorized pool of Shares, regardless of its vested status.
(b) The grant of an Option or Restricted Stock shall reduce the Shares available for grant under the Plan by the number of Shares
subject to such Award.
(c) The grant of a Tandem SAR shall not reduce the number of Shares available for grant by the number of Shares subject to the
related Option (i.e., there is no double counting of Options and their related Tandem SARs).
(d) The grant of a Freestanding SAR shall reduce the number of Shares available for grant by the number of Freestanding SARs
granted.
(e) The Committee shall reduce the appropriate number of Shares from the authorized pool where a Performance Award is payable
in Shares.
4.2 Lapsed Awards. If any Award granted under this Plan is cancelled, forfeited, terminates, expires, or lapses for any reason (with the
exception of the termination of a Tandem SAR upon exercise of the related Option or the termination of a related Option upon exercise of the
corresponding Tandem SAR), any Shares subject to such Award again shall be available for the grant of an Award under the Plan. However,
in the event that prior to the Award’s cancellation, forfeiture, termination, expiration, or lapse, the holder of the Award at any time received one
or more “benefits of ownership” pursuant to such Award (as defined by the Commission, pursuant to any rule or interpretation promulgated
under Section 16 or any successor rule of the Exchange Act), the Shares subject to such Award shall not be made available for regrant under
the Plan to Insiders, but shall be available for regrants under the Plan to Participants who are not Insiders.
4.3 Adjustments in Authorized Shares and Prices. In the event of any change in corporate capitalization, such as a stock split or a corporate
transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number and class
of shares reserved for issuance under the Plan, in the number, kind and option price of shares subject to outstanding Stock Options or SARs,
in the number and kind of shares subject to other outstanding Awards granted under the Plan and/or such other equitable substitution or
adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of shares subject to any Award
shall always be a whole number; and provided further, however, that notwithstanding the foregoing, in the event of a change in capitalization
that is the result of an equity restructuring which is not the consequence of a corporate transaction with a third-party, such substitutions or
adjustments shall be required to be made. Such adjusted option price shall also be used to determine the amount payable by the Company
upon the exercise of any Tandem SAR.
Article 5. Eligibility and Participation

5.1 Eligibility. Persons eligible to be granted Awards under this Plan include all Employees of the Company and its Subsidiaries, as
determined by the Committee, including Employees who are members of the Board, but excluding Directors who are not Employees.
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5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, those
to whom Awards shall be granted and shall determine the nature and amount of each Award.
Article 6. Stock Options

6.1 Grant of Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types:
Incentive Stock Options and Nonqualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve. The Committee shall have the authority to grant any optionee Incentive Stock Options, Nonqualified Stock
Options or both types of Stock Options (in each case with or without Stock Appreciation Rights); provided, however, that grants hereunder
are subject to the aggregate limit on grants to individual Participants set forth in Article 4. Incentive Stock Options may be granted only to
employees of the Company and any “subsidiary corporation” (as such term is defined in Section 424(f) of the Code). To the extent that any
Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option, it shall
constitute a Nonqualified Stock Option.
6.2 Award Agreement. Stock Options shall be evidenced by option agreements, the terms and provisions of which may differ. An option
agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Nonqualified Stock Option.
The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant of a
Stock Option, determines the number of Shares to be subject to such Stock Option to be granted to such individual and specifies the terms
and provisions of the Stock Option, or such later date as the Committee designates. The Company shall notify a Participant of any grant of a
Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Company to the Participant. Such
agreement or agreements shall become effective upon execution by the Company and the Participant.
6.3 Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options
shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan
under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
6.4 Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain such
additional terms and conditions as the Committee shall deem desirable:
(a) Option Price. The option price per Share purchasable under a Stock Option shall be determined by the Committee and set forth in the
option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the date of grant.
Options may not be repriced without shareholder approval.
(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than
10 years after the date the Stock Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the
Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may
determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.
(d) Method of Exercise. Subject to the provisions of this Article 6, Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Company specifying the number of Shares subject to the Stock Option to be purchased.
Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company
may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of delivery of unrestricted Shares already
owned by the optionee of the same class as the Shares subject to the Stock Option (based on the Fair Market Value of the shares on the date
the Stock Option is exercised), or by certifying ownership of such Shares by the Participant to the satisfaction of the Company for later
delivery to the Company as specified by the Committee; provided, however, that, in the case of an Incentive Stock Option the right to make a
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payment in the form of already owned Shares of the same class as the Shares subject to the Stock Option may be authorized only at the time
the Stock Option is granted. Payment may also be made in the case of an NQSO only by a “net share settlement” arrangement pursuant to
which the Company will reduce the shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares
to be issued; provided, further, that shares of Common Stock will no longer be outstanding under a Stock Option and will not be exercisable
thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the
Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations.
In the discretion of the Committee and to the extent permitted by applicable law, , as set forth in a form of Stock Option agreement or in a
resolution of the Committee, payment for any Shares subject to a Stock Option may also (or only) be made pursuant to a ‘cashless exercise’ by
delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the purchase price, and, if requested, the amount of any federal, state, local or
foreign withholding taxes. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more
brokerage firms.
No shares shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a stockholder of the Company
holding the class or series of Shares that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to
receive dividends), when the optionee has given written notice of exercise and has paid in full for such Shares.
(e) Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities
laws applicable to such Shares.
(f) Nontransferability of Stock Options. No Stock Option shall be transferable by the optionee other than (i) by will or by application of the
laws of descent and distribution; or (ii) in the case of a Nonqualified Stock Option, pursuant to (a) a domestic relations order issued by a
tribunal of competent jurisdiction or (b) a gift to members of such optionee’s immediate family, whether directly or indirectly or by means of a
trust or partnership or otherwise, if expressly permitted under the applicable option agreement. All Stock Options shall be exercisable, subject
to the terms of this Plan, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee or, in
the case of a Nonqualified Stock Option, its alternative payee pursuant to such domestic relations order, it being understood that the term
“holder” and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to
whom an option is transferred by will or the laws of descent and distribution or, in the case of a Nonqualified Stock Option, pursuant to a
domestic relations order or a gift permitted under the applicable option agreement.
(g) Death. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of death, any Stock Option held
by such optionee shall become immediately and fully exercisable and (unless another period is specified by the Committee in the option
agreement) may thereafter be exercised by the estate of the optionee for a period of three years from the date of such death; provided,
however, that if the optionee is at least sixty years of age at the time of death and has fifteen years service with the Company, such Stock
Option may thereafter be exercised by the estate of the optionee for a period of six years from the date of such death. In no event, however,
may a Stock Option be exercisable beyond the stated expiration date of such Stock Option. Notwithstanding any provision herein to the
contrary, unless otherwise determined by the Committee, if an optionee dies after termination of the optionee’s employment, any Stock Option
held by such optionee may thereafter be exercised, to the extent such Stock Option was exercisable as of the date of such death, for a period
that expires on the earliest of (i) the first anniversary of the date of such death, (ii) the last date on which the optionee would have been
entitled to exercise such Stock Option had the optionee not died or (iii) the date on which the stated term of such Stock Option expires;
provided, however, that if such optionee had retired from the Company prior to the date of death, the estate of the optionee shall continue to
have the benefit of the vesting and exercisability benefits specified by Section 6.4(i).
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(h) Termination by Reason of Disability. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of
Disability, any Stock Option held by such optionee, if not fully vested and exercisable as of the date of such termination, shall continue to vest
according to such Stock Option’s stated vesting schedule and may thereafter be exercised by the optionee, to the extent it was exercisable at
the time of termination or thereafter becomes exercisable, or on such accelerated basis as the Committee may determine, for a period of three
years (or such shorter period as the Committee may specify in the option agreement) from the date of such termination of employment or until
the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within
such period, any unexercised Stock Option held by such optionee shall continue to be exercisable to the extent to which it was exercisable at
the time of death for the remainder of such period, or for a period of 12 months from the date of such death, or until the expiration of the stated
term of such Stock Option, whichever period is the shortest. In the event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Nonqualified Stock Option.
(i) Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason
of retirement, the following vesting and exercisability terms will apply. For purposes of this Plan, an optionee shall be deemed to have
terminated employment by reason of retirement if such optionee is age 55 years or older with 10 or more years of service with the Company,
has given due notice (as determined by the Committee), and has entered into an agreement, the form and content of which shall be specified
by the Committee, not to compete with the Company and its Affiliates for a period of one year following such retirement.
Ye ars of C on tin u e d Ye ars of C on tin u e d

Age at Ve stin g Following Exe rcisability
Re tire m e n t Re tire m e n t Followin g Re tire m e n t
55-59 1 2
60-64 2 3
65 or more 3 3
With respect to any grants of a Stock Option occurring after August 18, 1999, and notwithstanding any inconsistent provision contained in
the first paragraph of this Section 6.4(i), the following vesting and exercisability terms shall apply. Any optionee who has attained the age of
60 years or older with 15 or more years of service with the company, and who meets the other conditions specified by the second sentence of
the first paragraph of the Section 6.4(i), shall have 6 years of continued vesting and exercisability following retirement.
Notwithstanding the foregoing, if the optionee dies within such period of continued exercisability, any unexercised Stock Option held by such
optionee shall continue to be exercisable to the extent to which it was exercisable at the time of death for the remainder of such period, or for a
period of 12 months from the date of such death, or until the expiration of the stated term of such Stock Option, whichever period is the
shortest. In the event of termination of employment by reason of retirement, if an Incentive Stock Option is exercised after the expiration of the
exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock
Option.
(j) Other Termination. Unless otherwise determined by the Committee: (A) if an optionee incurs a voluntary termination of Employment, any
Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be
exercised for the lesser of thirty days from the date of such termination of Employment or the balance of such Stock Option’s term; and (B) if
an optionee incurs a termination of Employment because such optionee’s Employment is terminated by the Company or an Affiliate, other than
by reason of retirement or Disability or for Cause, any Stock Option held by such optionee, to the extent then exercisable, or becomes
exercisable during the one-year period following termination of employment by the Company or an Affiliate, or on such accelerated basis as
the Committee may determine, may be exercised for the lesser of one year from the date of such termination of Employment or the balance of
such Stock Option’s term; provided, however, that if the optionee dies within such thirty-day or one-year period, as the case may be, any
unexercised Stock Option held by such optionee shall continue to be exercisable to the extent to which it was exercisable at the time of death
for the remainder of such period, or for a period of 12 months from the date of such death, or until the expiration of the stated term of such
Stock Option, whichever period is the shortest. Notwithstanding the foregoing, if an optionee incurs a Termination of Employment at or
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after a Change of Control, other than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable
for the lesser of (1) six months and one day from the date of such termination of Employment, and (2) the balance of such Stock Option’s term.
In the event of termination of Employment, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Nonqualified Stock Option.
(k) Termination for Cause. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment for Cause, all
Stock Options held by such optionee shall thereupon terminate.
Article 7. Stock Appreciation Rights

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to an Employee at any time and from time to time as
shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of
SAR. In the case of a Nonqualified Stock Option, Tandem SARs may be granted either at or after the time of grant of such Stock Option. In the
case of an Incentive Stock Option, Tandem SARs may be granted only at the time of grant of such Stock Option.
The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs. However, the grant price of a
Freestanding SAR shall be at least equal to the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs
shall equal the Option Price of the related Option. In no event shall any SAR granted hereunder become exercisable within the first six
(6) months of its grant. SARs may not be repriced without stockholder approval.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of
the right to exercise the equivalent portion of the related Option. A Tandem SAR shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option. A Tandem SAR may be exercised only with respect to the Shares for which its related
Option is then exercisable.
Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO; (i) the
Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR may be
for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of
the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only when the
Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.
7.3 Exercise of Freestanding SARs. Subject to the other provisions of this Article 7, Freestanding SARs may be exercised upon whatever
terms and conditions the Committee, at its sole discretion, imposes upon them.
7.4 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and
such other provisions as the Committee shall determine.
7.5 Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, at its sole discretion; provided, however,
that such term shall not exceed ten (10) years.
7.6 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the date of exercise over the grant price of the SAR; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.
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7.7 Rule 16b-3 Requirements. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise of a
SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to satisfy the
requirements of any rule or interpretation promulgated under Section 16 (or any successor rule) of the Act.
7.8 Nontransferability of SARs. No SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by application of the laws of descent and distribution. Further, all SARs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such Participant. Notwithstanding the foregoing, at the discretion of the Committee,
an Award Agreement may permit the transferability of a SAR by a Participant solely to members of the Participant’s immediate family or trusts
for the benefit of such persons.
Article 8. Restricted Stock

8.1 Administration. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the officers and employees to whom and the time or times at which grants of Restricted Stock will be awarded, the
number of shares to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Article 4), the
conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the
Awards, in addition to those contained in Section 8.3.
The Committee may, prior to grant, condition the vesting of Restricted Stock upon continued service of the Participant. The provisions of
Restricted Stock Awards need not be the same with respect to each recipient.
8.2 Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be
registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to
such Award, substantially in the following form:
“The sale or other transfer of the Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth in the Tupperware Corporation 1996 Incentive Plan, and in a Restricted
Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from Tupperware Corporation.”
The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall
have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank,
relating to the Common Stock covered by such Award.
8.3 Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:
(a) Subject to the provisions of the Plan and the Restricted Stock Agreement referred to in Section 8.3(f), during the Restricted
Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock,
except that, if expressly provided in the Restricted Stock Agreement, a Participant may, during the Restriction Period, transfer
shares of Restricted Stock to members of the Participant’s immediate family or trusts or partnerships for the benefit of such
persons. Within these limits, the Committee may provide for the lapse of restrictions based upon period of service in installments
or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service. Notwithstanding the
foregoing, any Restricted Stock Award granted hereunder shall have a Restriction Period of not less than three years, except that
an aggregate amount of Restricted Stock Awards not exceeding one-third of the Shares available for use as Restricted Stock
Awards pursuant to Section 4.1 of the Plan may be issued without a minimum Restriction Period.
(b) Except as provided in this paragraph (b) and paragraph (a), above, and the Restricted Stock Agreement, the Participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of
Shares that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any
cash dividends. Unless otherwise determined
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by the Committee in the applicable Restricted Stock Agreement, dividends payable in Shares shall be paid in the form of Restricted
Stock of the same class as the Shares with which such dividend was paid, held subject to the vesting of the underlying Restricted
Stock. In the event that any dividend constitutes a “derivative security” or an “equity security” pursuant to Rule 16(a) under the
Act, such dividend shall be subject to a vesting period equal to the longer of: (i) the remaining vesting period of the Shares of
Restricted Stock with respect to which the dividend is paid; or (ii) six months. The Committee shall establish procedures for the
application of this provision.
(c) Except to the extent otherwise provided in the applicable Restricted Stock Agreement and paragraphs (a) and (d) of this
Section 8.3 and Section 13.1(b), upon a Participant’s Termination of Employment for any reason during the Restriction Period, all
Shares still subject to restriction shall be forfeited by the Participant.
(d) Except to the extent otherwise provided in Section 13.1(b), in the event that a Participant retires or such Participant’s
employment is involuntarily terminated (other than for Cause), the Committee shall have the discretion to waive, in whole or in part,
any or all remaining restrictions with respect to any or all of such Participant’s shares of Restricted Stock.
(e) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates
for such shares shall be delivered to the Participant upon surrender of the legended certificates.
(f) Each Award shall be confirmed by, and be subject to, the terms of a Restricted Stock Agreement.
Article 9. Performance Awards

9.1 Grant of Performance Awards. Subject to the terms of the Plan, Performance Awards may be granted to eligible Employees at any time and
from time to time, as shall be determined by the Committee, and may be granted either alone or in addition to other Awards granted under the
Plan. The Committee shall have complete discretion in determining the number, amount and timing of Awards granted to each Participant. Such
Performance Awards may take the form determined by the Committee, including without limitation, cash, Shares, Performance Units and
Performance Shares, or any combination thereof. Performance Awards may be awarded as short-term or long-term incentives.
9.2 Performance Goals. (a) The Committee shall set Performance Goals at its discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance Awards that will be paid out to the Participants, and may attach to such Performance
Awards one or more restrictions, including, without limitation, a requirement that Participants pay a stipulated purchase price for each
Performance Share, or restrictions which are necessary or desirable as a result of applicable laws or regulations. Each Performance Award may
be confirmed by, and be subject to, a Performance Award Agreement.
(b) The Committee shall have the authority at any time to make adjustments to Performance Goals for any outstanding Performance
Awards which the Committee deems necessary or desirable unless at the time of establishment of goals the Committee shall have
precluded its authority to make such adjustments.
(c) Performance Periods shall, in all cases, exceed six (6) months in length.
9.3 Value of Performance Units/Shares. (a) Each Performance Unit shall have an initial value that is established by the Committee at the time
of grant.
(b) Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.
9.4 Earning of Performance Awards. After the applicable Performance Period has ended, the holder of Performance Awards shall be entitled
to receive the payout earned by the Participant over the Performance Period, to be determined as a function of the extent to which the
corresponding Performance Goals have been achieved, except as adjusted pursuant to Section 9.2(b) or as deferred pursuant to Article 11.
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9.5 Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be made in accordance with terms and
conditions prescribed or authorized by the Committee. The Committee may permit the Participants to elect to defer or the Committee may
require the deferral of, the receipt of Performance Awards upon such terms as the Committee deems appropriate.
9.6 Nontransferability. Performance Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by application of the laws of descent and distribution. Further, a Participant’s rights under the Plan shall be exercisable during
the Participant’s lifetime only by the Participant or the Participant’s Beneficiary. Notwithstanding the foregoing, at the discretion of the
Committee, an Award Agreement may permit the transferability of a Performance Award by a Participant solely to members of the Participant’s
immediate family or trusts or partnerships for the benefit of such persons.
9.7 Termination. Performance Awards shall be subject to the following terms and conditions:
(a) Except to the extent otherwise provided in the applicable Performance Award Agreement, if any, and Sections 9.7(b) and 13.1(c),
upon a Participant’s Termination of Employment for any reason during the Performance Period or before any applicable
Performance Goals are satisfied, the rights to the shares still covered by the Performance Award shall be forfeited by the
Participant.
(b) Except to the extent otherwise provided in Section 13.1(c), in the event that a Participant’s employment is terminated (other than
for Cause), or in the event a Participant retires, the Committee shall have the discretion to waive, in whole or in part, any or all
remaining payment limitations (other than, in the case of Performance Awards with respect to which a Participant is a Covered
Employee, satisfaction of any applicable Performance Goals unless the Participant’s employment is terminated by reason of death
or disability) with respect to any or all of such Participant’s Performance Awards.
Article 10. Beneficiary

10.1 Designation. Each Participant under the Plan may, from time to time, name any Beneficiary or Beneficiaries (who may be named
contingently or successively). Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed
by the Company, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. Any
such designation shall control over any inconsistent testamentary or inter vivos transfer by a Participant, and any benefit of a Participant
under the Plan shall pass automatically to a Participant’s Beneficiary pursuant to a proper designation pursuant to this Section 10.1 without
administration under any statute or rule of law governing the transfer of property by will, trust, gift or intestacy.
10.2 Absence of Designation. In the absence of any such designation contemplated by Section 10.1, benefits remaining unpaid at the
Participant’s death shall be paid pursuant to the Participant’s will or pursuant to the laws of descent and distribution.
Article 11. Deferrals

The Committee may permit a Participant to elect, or the Committee may require at its sole discretion subject to the proviso set forth below, any
one or more of the following: (i) the deferral of the Participant’s receipt of cash, (ii) a delay in the exercise of an Option or SAR, (iii) a delay in
the lapse or waiver of restrictions with respect to Restricted Stock, or (iv) a delay of the satisfaction of any requirements or goals with respect
to Performance Awards; provided, however, the Committee’s authority to take such actions hereunder shall exist only to the extent necessary
to reduce or eliminate a limitation on the deductibility of compensation paid to the Participant pursuant to (and so long as such action in and
of itself does not constitute the exercise of impermissible discretion under) Section 162(m) of the Code, or any successor provision thereunder.
If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals, including provisions
relating to periods of deferral, the terms of payment following the expiration of the deferral periods, and the rate of earnings, if any, to be
credited to any amounts deferred thereunder.
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Article 12. Rights of Employees

12.1 Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s
employment at any time, nor confer upon any Participant any right to continue in the employ of the Company. For purposes of the Plan,
transfer of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.
12.2 Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.
Article 13. Change of Control

13.1 Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control:
(a) Any Stock Options or SARs outstanding as of the date such Change of Control is determined to have occurred, and which are
not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided,
however, that in the case of the holder of Stock Options or SARs who is actually subject to Section 16(b) of the Exchange Act,
such Stock Options or SARs shall have been outstanding for at least six months at the date such Change of Control is determined
to have occurred.
(b) The restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become
free of all restrictions and become fully vested and transferable to the full extent of the original grant.
(c) All Performance Awards shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse
and such Performance Units shall be settled in cash as promptly as is practicable.
Article 14. Amendment, Modification, and Termination

14.1 Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend, or modify the Plan.
However, no amendment, alteration or discontinuation shall be made which would disqualify the Plan from the exemption provided by Rule
16b-3, and no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by
law or agreement.
14.2 Awards Previously Granted. No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the Participant holding such Award except such an amendment made to
cause the Plan or Award to qualify for the exemption provided by Rule 16b-3. The Committee shall have the right to replace any previously-
granted Award under the Plan with an Award equal to the value of the replaced Award at the time of replacement, without obtaining the
consent of the Participant holding such Award.
Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and accounting
rules as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without stockholder
approval.
Article 15. Withholding

15.1 Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be
withheld with respect to any taxable event arising under or as a result of this Plan.
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15.2 Share Withholding. With respect to withholding required and/or permitted upon the exercise of Options or SARs, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable event hereunder, Participants may elect, subject to the approval of the Committee,
to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares (or by surrendering Shares previously
owned which have been held for longer than six months) having a Fair Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the
Participant, and elections by Insiders shall additionally comply with the requirements established by the Committee.
Article 16. Successors

All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, spin-off, or otherwise, of all or
substantially all of the business and/or assets of the Company.
Article 17. Legal Construction

17.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.
17.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
17.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. With respect to
Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. To the extent any provision of the plan or action by the Committee fails to comply with Section 17.3, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
Notwithstanding any other provision set forth in the Plan, if required by any rule or interpretation promulgated under Section 16 of the
Exchange Act, any “derivative security” or “equity security” offered pursuant to the Plan to any Insider may not be sold or transferred for at
least six (6) months after the date of grant of such Award. The terms “equity security” and “derivative security” shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.
Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver
any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:
i. Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market for the Shares;
ii. Any registration or other qualification of such Shares under any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and
iii. Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in
its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.
17.4 Pooling. Notwithstanding anything in the Plan to the contrary, if any right granted pursuant to this Plan would make a Change of Control
transaction ineligible for pooling-of-interests accounting under APB No.16 that but for the nature of such grant would otherwise be eligible for
such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such grant Common Stock with
a Fair Market Value equal to the cash that would otherwise be payable hereunder.
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17.5 Governing Law. To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Delaware.
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Exhibit 10.2

DIRECTOR STOCK PLAN
(as amended November 12, 1998, November 13, 2001, May 11, 2005, May 17, 2006,
November 2, 2006 and January 26, 2009)
Section 1. Purpose
The purposes of the Plan are to assist the Company in (1) promoting a greater identity of interests between the Company’s non-
employee directors and its shareholders, and (2) attracting and retaining directors by affording them an opportunity to share in the future
successes of the Company.
Section 2. Definitions
“Act” shall mean the Securities Exchange Act of 1934, as amended.
“Award” shall mean an award of Common Stock as contemplated by Section 7 or Section 8 of this Plan or a Stock Option, Restricted
Stock Award or Restricted Stock Unit Award as contemplated by Section 9 of this Plan.
“Board” shall mean the Board of Directors of the Company.
“Change of Control” shall mean the happening of any of the following events:
(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20 percent or more of either (1) the then outstanding
shares of Common Stock (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding,
however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired from the Company, (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the
Company or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this
definition; or
(ii) A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board
shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, for purposes of this definition, that any individual who becomes a member of the Board subsequent to the Effective Date, whose
election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this
proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board shall not be so considered as a member of the Incumbent Board; or
(iii) The consummation of a reorganization, merger, statutory share exchange or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries
(“Corporate Transaction”); in each case unless, following such Corporate Transaction (1) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 60 percent of, respectively, the outstanding
shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Corporate Transaction (including, without limitation, an entity which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (other than the Company, any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or such entity resulting
from such Corporate Transaction) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed with
respect to the Company prior to the Corporate Transaction and (3) individuals who were members of the Incumbent Board at the time of the
execution of the initial agreement or of the action of the Board providing for such Corporate Transaction constitute at least a majority of the
board of directors of the corporation resulting from such Corporate Transaction; or
(iv) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder.
“Common Stock” shall mean the common stock, $.01 par value, of the Company.
“Company” shall mean Tupperware Brands Corporation, a Delaware corporation.
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“Effective Date” shall have the meaning given in Section 18 of the Plan.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
thereunder.
“Fair Market Value” shall mean, as of any given date, the closing sales price of the Common Stock during normal business hours on the
New York Stock Exchange Composite Tape, or, if not listed on such exchange, on any other national securities exchange on which the
Common Stock is listed or on NASDAQ. If there is no regular public trading market for such Common Stock, the Fair Market Value of the
Common Stock shall be determined by the Committee in good faith.
“Fees” shall mean the annual retainer fee for a Participant in connection with his or her service on the Board for any fiscal year of the
Company.
“Participant” shall mean each member of the Board who is not an employee of the Company or any subsidiary of the Company.
“Plan” shall mean the Tupperware Brands Corporation Director Stock Plan.
“Retirement” shall mean the retirement by a Participant from the Board in accordance with the Company’s stated policy on Director
retirement.
“Restricted Stock Award” shall have the meaning given in Section 9(d) (iii) of the Plan.
“Restricted Stock Unit Award” shall have the meaning given in Section 9(d) (iv) of the Plan.
“Rules” shall mean the rules promulgated under the Act from time to time and the interpretations issued by Securities and Exchange
Commission in respect thereof.
“Stock Option” shall mean a non-qualified stock option granted under the Plan.
Section 3. Eligibility
Each member of the Board who is not an employee of the Company or any subsidiary of the Company shall be eligible to participate in
the Plan.
Section 4. Shares Subject to the Plan

The maximum number of shares of Common Stock which shall be available for use under the Plan shall be 600,000, subject to adjustment
pursuant to Section 16 hereunder. The shares issued under the Plan may be authorized and unissued shares or issued shares
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heretofore or hereafter acquired and held as treasury shares or shares purchased on the open market.
Section 5. Duration of Plan

Unless earlier terminated pursuant to Section 11 hereof, this Plan shall automatically terminate on, and no grants, awards or elections may
be made after, the date of the twentieth anniversary of the Effective Date.
Section 6. Administration
(a) The Plan shall be administered by the Board or any committee thereof so designated by the Board (the “Committee”), which shall
have full authority to construe and interpret the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to take all
such actions and make all such determinations in connection with the Plan as it may deem necessary or desirable.
(b) Notwithstanding any other provision of the Plan, no amendment or termination of the Plan shall adversely affect the interest of any
Director in Awards or Stock Options previously granted to the Director without that Director’s express written consent.
Section 7. Initial Awards

Each Participant shall receive a one-time grant of one thousand (1,000) shares of Common Stock, upon serving his or her initial three
months as a member of the Board.
Section 8. Stock in Lieu of Retainer

A Participant shall receive 50 percent of his or her Fees in the form of Common Stock (the “Stock Fees”). The remaining 50 percent of a
Participant’s Fees are hereinafter referred to as the “Cash Fees.” Each Participant who, in any year of the Plan, delivers to the Company written
notice of an irrevocable election concerning the Cash Fees to be earned in the next fiscal year of the Company, may receive in lieu of cash an
amount of shares of Common Stock equal in value to all or any portion of the Cash Fees (but only increments of 25 percent or a multiple
thereof, and in no event to exceed 100 percent of the Cash Fees) as so designated by the Participant in such written notice. The amount of the
Common Stock to be received in lieu of Fees shall be determined by dividing the dollar value of the Stock Fees, plus the dollar value of the
Cash Fees, if any, the Participant has elected to have paid in Common Stock, that are payable in each fiscal quarter of the Company by the Fair
Market Value of a share of Common Stock on the last business day of such fiscal quarter (but if such date is not a day on which the New York
Stock Exchange is open, then on the next preceding day on which the New York Stock Exchange is open), except that only whole numbers of
shares shall be obtainable pursuant to this Section, and any remainder Fees which otherwise would have purchased a fractional share shall be
paid in cash. Any such written notice pursuant to this Section 8 shall remain in effect for
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subsequent Plan years unless such Participant delivers a written notice setting forth a different election with respect to Cash Fees, which shall
be applied to future Plan years until further written notice is received by the Company pursuant to this Section 8.
Section 9. Stock Awards

(a) Each Participant who, in any year of the Plan, delivers to the Company an irrevocable election concerning the Cash Fees to be earned
in the next fiscal year of the Company, may receive in lieu of all or any portion of the Cash Fees (but only increments of 25 percent or a multiple
thereof) as so designated by the Participant, a Stock Option for an amount of shares of Common Stock in each fiscal year of the Company as
follows:
Nu m be r of S h are s
Pe rce n t of C ash Fe e s Forgon e S u bje ct to O ption
100% 1,000
50% 500
The exercise price shall be determined as follows:
Fair Market Value

Of a Share 100% of Cash Fees Exercise Price
Of Common Stock - 1,000 = Per Share
Fair Market Value

Of a Share 50% of Cash Fees Exercise Price
Of Common Stock - 500 = Per Share
In no event, however, shall the exercise price be less than 50 percent of the Fair Market Value of a share of Common Stock on the date of
the grant.
In the event that the effect of the foregoing sentence is to limit the reduction of the exercise price, any portion of the Cash Fees which are
so prevented from reducing the exercise price shall be paid to the affected Participant, in cash or Common Stock (as elected by the Participant)
in an equitable fashion over the remainder of the year in which the Cash Fees are earned, as if an election to receive a Stock Option pursuant to
this Section 9(a) had not been made.
Notwithstanding the foregoing, no Participant shall be eligible to elect to receive a stock option under Section 9(a) of this Plan in respect of
Cash Fees earned for any fiscal year of the Company after the Company’s 2004 fiscal year.
(b) The date of grant of a Stock Option pursuant to Section 9(a) shall be the date of the annual meeting of stockholders of the Company
that occurs during the year in which the Cash Fees are earned. If such day would not be a day on which the New York
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Stock Exchange is open, then on the next succeeding day on which the New York Stock Exchange is open.
(c) A Stock Option granted pursuant to Section 9(a) shall vest and be exercisable on the last day of the fiscal year in which the Stock
Option is granted. In the event that a Participant is not a member of the Board on the last day of the fiscal year in which the Stock Option is
granted, except in the case of a Participant’s death or termination for cause, such Participant’s Stock Option which has not become vested and
exercisable as of such time shall (i) be reduced to an amount of shares of Common Stock which reflects the amount of the foregone Cash Fees
earned as of the date of termination from service on the Board, which amount shall be determined by multiplying the number of shares of
Common Stock subject to the Stock Option as determined pursuant to Section 9(a), above, by a fraction, the numerator of which shall be the
number of days of the fiscal year of the Company in which the Stock Option is granted that the Participant was a member of the Board and the
denominator of which shall be 365, provided, that any Stock Option for a fractional share of Common Stock shall be rounded up to the nearest
whole number of shares, and (ii) shall continue to vest. The term of exercisability for a Stock Option granted under this Section 9 shall be ten
(10) years.
(d)(i) Each Participant may receive on the day of the Company’s annual meeting of shareholders a Stock Award in an amount of shares of
Common Stock as determined by the Committee. Stock Awards shall be evidenced by agreements incorporating the terms and conditions set
forth below, and which shall become effective upon execution by the Company and the Participant.
(ii) Stock Options granted under Section 9(d) the Plan shall be subject to the following terms and conditions, except as otherwise
determined by the Committee at the time of grant, and shall contain such additional terms and conditions as the Committee shall deem
desirable:
(A) Option Price. The option price per Share purchasable under a Stock Option shall be equal to the Fair Market Value of the
Common Stock subject to the Stock Option on the date of grant. Except as may be contemplated by Section 16, the option price
may not be adjusted (repriced), nor may new Stock Options be issued in exchange for the surrender of outstanding Stock Options,
without shareholder approval.
(B) Option Term. The term of each Stock Option shall be 10 years from the date the Stock Option is granted.
(C) Exercisability. Each Stock Option granted under this Section 9(d) shall be immediately exercisable. If the Committee
otherwise provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment
exercise provisions, in whole or in part, based on such factors as the Committee may determine. In
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addition, the Committee may at any time accelerate the exercisability of any Stock Option.
(D) Method of Exercise. Subject to the provisions of this Section 9(d), Stock Options may be exercised, in whole or in part, at
any time during the option term by giving written notice of exercise to the Company specifying the number of shares subject to the
Stock Option to be purchased.
Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as
the Company may accept. Payment, in full or in part, may also be made in the form of delivery of unrestricted shares of Common
Stock already owned by the Participant (based on the Fair Market Value of the shares on the date the Stock Option is exercised)
and held for a period of not less than 6 months prior to the Stock Option exercise, or by certifying ownership of such shares by the
Participant to the satisfaction of the Company for later delivery to the Company as specified by the Committee.
In the discretion of the Committee, payment for any shares subject to a Stock Option may also be made pursuant to a “cashless
exercise” by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.
Payment may also be made in the case of a Stock Option by a “net share settlement” arrangement pursuant to which the Company
will reduce the shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of
whole shares to be issued; provided, further, that shares of Common Stock will no longer be outstanding under a Stock Option and
will not be exercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding
obligations (if applicable).
No shares shall be issued until full payment therefor has been made. A Participant shall have all of the rights of a stockholder of
the Company holding the class or series of shares that is subject to such Stock Option (including, if applicable, the right to vote
the shares and the right to receive
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dividends), when the Participant has given written notice of exercise and has paid in full for such shares.
(iii) Restricted Stock Awards. A Restricted Stock Award is a Stock Award in the form of Common Stock that will be settled by
delivery of shares of Common Stock. The Committee shall determine the number of Shares to be awarded to any Participant,
the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and
conditions of the Awards. Restricted Stock Awards may be awarded either alone or in addition to other Awards granted
under the Plan. Restricted Stock Awards shall be subject to the following terms and conditions, except as otherwise
determined by the Committee at the time of grant, and shall contain such additional terms and conditions as the Committee
shall deem desirable:
(A) Restricted Periods. The Committee may, prior to grant, condition the vesting of a Restricted Stock Award upon
continued service of the Participant. The provisions of Restricted Stock Awards need not be the same with respect to
each recipient. The Committee may provide for the lapse of restrictions based upon period of service in installments or
otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service.
(B) Evidence of Award. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in
respect of Shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following
form: “The sale or other transfer of the Shares of stock represented by this certificate, whether voluntary, involuntary,
or by operation of law, is subject to certain restrictions on transfer as set forth in the Tupperware Brands Corporation
Director Stock Plan, and in an Award Agreement. A copy of the Plan and such Award Agreement may be obtained
from Tupperware Brands Corporation.” The Committee may require that the certificates evidencing such Shares be
held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award
of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common
Stock covered by such Award.
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(C) Restriction on Alienation. During the Restricted Period, the Participant shall not be permitted to sell, assign, transfer,
pledge or otherwise encumber Shares of Restricted Stock.
(D) Rights of a Stockholder. Except as may be provided in the Award Agreement, the Participant shall have, with respect
to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Shares
that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive
any cash dividends. Dividends payable in Shares and other non-cash dividends and distributions shall be held subject
to the vesting of the underlying Restricted Stock, unless the Committee determines otherwise in the applicable Award
Agreement or makes an adjustment or substitution to the Restricted Stock pursuant to the Plan.
(E) Delivery of Shares. If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted
Stock, unlegended evidence of ownership for such Shares shall be delivered to the Participant upon surrender of the
legended certificates.
(F) Award Agreement. Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.
(iv) Restricted Stock Units. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms
and conditions of the Restricted Stock Units, either by delivery of Shares to the Participant or by the payment of cash based
upon the Fair Market Value of a specified number of Shares. Restricted Stock Units may be awarded either alone or in
addition to other Awards granted under the Plan. The Committee shall determine the number of Shares to be awarded to any
Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any
other terms and conditions of the Awards. Restricted Stock Unit Awards shall be subject to the terms and conditions set
forth in Section 9(d)(iii) above and to the following terms and conditions, except as otherwise determined by the Committee
at the time of grant, and shall contain such additional terms and conditions as the Committee shall deem desirable:
(A) Performance Awards. The Committee may, in connection with the grant of Restricted Stock Units, designate them as
Performance Awards, in which event it shall condition the vesting thereof upon the attainment of Performance Goals. If
-9-
the Committee does not designate Restricted Stock Units as Performance Awards, it may condition the vesting thereof
upon the attainment of Performance Goals.
(B) Restricted Periods. The Committee may also condition the vesting thereof upon the continued service of the
Participant. The applicable Award Agreement shall specify the consequences for the Restricted Stock Units of the
Participant’s termination of employment.
(C) Settlement of Awards. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units
vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee
so permits.
(D) Restrictions on Alienation. Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise
encumbered until they are settled, except to the extent provided in the applicable Award Agreement in the event of the
Participant’s death.
(E) Dividend Equivalent Rights. The Award Agreement for Restricted Stock Units shall specify whether, to what extent
and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of
cash, Common Stock or other property corresponding to dividends paid on the Common Stock.
Section 10. Transferability

Rights, grants and Awards under the Plan may not be assigned, transferred, pledged or hypothecated, and shall not be subject to
execution, attachment or similar process. Notwithstanding the foregoing, any such right, grant or award constituting a “derivative security”
under the Rules shall not be transferable by a Participant other than by will or by operation of applicable laws of descent and distribution or
pursuant to a domestic relations order or qualified domestic relations order as such terms are defined by the Code or ERISA.
Section 11. Amendment

The Board may from time to time make such amendments to the Plan as it may deem proper and in the best interest of the Company
without further approval of the Company’s stockholders, subject to Section 6(b).
- 10 -
Section 12. Termination

The Plan may be terminated at any time by the Board or by the approval by the holders of at least a majority of the shares of Common
Stock present, or represented, and entitled to vote at a meeting held for such purpose.
Section 13. Effect of Change of Control

Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control, any Stock Options outstanding
and not then exercisable and vested as of the date such Change of Control is determined to have occurred, shall become immediately
exercisable, and shall remain exercisable throughout their entire original term, without regard to any subsequent termination of membership on
the Board.
Section 14. Death, Disability, Termination or Retirement of Participant

(a) Death. Except as otherwise provided in Section 9(c) or Section 13 of the Plan, in the event of the death of a Participant while a member
of the Board, any Stock Awards outstanding as of the date of death and not then exercisable or vested shall become immediately exercisable
and vested, and all outstanding Stock Options held by such Participant shall remain exercisable by the person to whom the Stock Option is
transferred by will or by the laws of descent and distribution for a period of the lesser of (i) the remaining term of the Stock Option or (ii) three
(3) years after the date of death. In the event of the death of a Participant subsequent to termination of membership from the Board, to the
extent not already exercisable, and all stock options shall remain exercisable by the person to whom the Stock Option is transferred by will or
by the laws of descent and distribution for a period of the lesser of (i) the remaining term of the Stock Option, or (ii) three (3) years after the
date of death.
(b) Disability, Retirement or Other Termination. Except as otherwise provided in Section 9(c) or Section 13 of the Plan, in the event of a
Participant’s termination of membership on the Board as a result of the Participant’s disability or Retirement or for another reason other than
death or cause (as defined in Section 15 of the Plan), any Stock Awards outstanding as of the date of such termination and not then
exercisable or vested shall (i) be adjusted in amount to reflect the proportion of Fees earned in the final year of such Participant’s service in
such year (in accordance with the operation of Sections 8 and 9 of this Plan and in consideration of such Participant’s elections for such year),
and (ii) become exercisable on the last day of the Company’s then-current fiscal year. All outstanding Stock Options held by such Participant
shall remain exercisable (to the extent they are exercisable at the time of such termination or become exercisable pursuant to the preceding
sentence) until the end of their original term.
Section 15. Effect of Termination for Cause

If a Participant incurs a termination of membership on the Board for cause, such Participant’s Stock Awards which are not then
exercisable or vested shall be automatically cancelled immediately. Unless otherwise determined by the Board, for purposes of the Plan
“cause” shall mean (i) the conviction of the Participant for commission of a felony under
- 11 -
Federal law or the law in the state in which such action occurred, or (ii) dishonesty in the course of fulfilling the Participant’s duties as a
director.
Section 16. Adjustments Upon Changes in Capitalization

In the event of any change in corporate capitalization, such as a stock split or a corporate transaction, such as any merger, consolidation,
separation, including a spin off, or other distribution of stock or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the company, the
Committee or Board may make such substitution or adjustments in the aggregate number and class of shares reserved for issuance under the
Plan, in the number, kind and option price of shares subject to outstanding Stock Options, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and /or such other equitable substitution or adjustments as it may determine to be appropriate in
its sole discretion; provided, however, that the number of shares subject to any Award shall always be a whole number; and provided further,
however, that notwithstanding the foregoing, in the event of a change in capitalization that is the result of an equity restructuring which is not
the consequence of a corporate transaction with a third-party, such substitutions or adjustments shall be required to be made. Such
substitutions and adjustments may include, without limitation, canceling any and all Awards in exchange for cash payments based upon the
value realized by shareholders generally with respect to Shares in connection with such a corporate transaction.
Section 17. Regulatory Matters

The Plan is intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the Act, pursuant to Rule 16b-3
as promulgated thereunder, as may be further amended or interpreted by the Securities and Exchange Commission. In the event that any
provision of the Plan shall be deemed not to be in compliance with the Rules in order to enjoy the exemption from the Act, such provision shall
be deemed of no force or effect and the remaining provisions of the Plan shall remain in effect.
Section 18. Effectiveness of Plan

The Plan as amended and restated hereby shall become effective as of the date the shareholders of the Company approve it (the
“Effective Date”.)
Section 19. Governing Law

To the extent not preempted by Federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Delaware.
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Exhibit 10.3
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

AMENDMENT AND RESTATEMENT
THIS AGREEMENT by and between TUPPERWARE BRANDS CORPORATION, a Delaware corporation (the “Company”), and
(the “Executive”), is an amendment and restatement of the agreement entered into by the parties and dated as of the 11th day of
December, 2008, and amending and restating the agreement entered into as of the 13th day of February, 2007.
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction
of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the
Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to
provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives and to conform the agreement dated February 13, 2007 to the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, the Board has caused the Company to enter
into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The “Effective Date” shall be the first date during the Protection Period (as defined in Section 1(b)) on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment
with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of
Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the
“Effective Date” shall mean the date immediately prior to the date of such termination of employment.
(b) The “Protection Period” shall be the period commencing on the date hereof and ending on the second anniversary of such date;
provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and
each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), the Protection Period shall be automatically extended
so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the
Executive that the Protection Period shall not be so extended.
2. Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:
(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the
Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 2; or
(b) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or threatened election contest or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or
(c) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all
of the assets of the Company, the acquisition of assets of another corporation, a statutory share exchange or other similar transactions (a
“Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee benefit
plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly,
20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or
the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed
prior to the Corporate Transaction
2
and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members
of the Incumbent Board at the time of the execution of the initial agreement, or at the time of the action of the Board, providing for such
Corporate Transaction; or
(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
3. Employment Period. The Company hereby agrees to continue the Executive in its employ or the employ of one of its subsidiaries,
and the Executive hereby agrees to remain in such employ of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).
4. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised
and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive’s services shall be
performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35
miles from the Executive’s primary residence immediately prior to any relocation.
Such position, authority, duties and responsibilities shall be regarded as not commensurate and as inconsistent and result in a diminution for
purposes of Section 5(c)(i) if, as a result of a Change of Control, (I), the Company becomes a direct or indirect subsidiary of another
corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or unincorporated
entity is hereinafter referred to as a “parent company”), or (II) all or substantially all of the assets of the Company are acquired by another
corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or
unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a “parent company”), unless,
in each of (I) and (II), (x) Section 12 (c) of this Agreement shall have been complied with by any such parent company and (y) the Executive
shall have assumed a position with such parent company and the Executive’s position, authority, duties and responsibilities with such parent
company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at
any time during the 90-day period immediately preceding the Effective Date, or (III) the Company becomes owned or controlled, directly or
indirectly, by more than one other corporation and/or unincorporated entity, as the case may be, which are not owned or controlled, directly or
indirectly, by a single parent company or (IV) more than one unrelated corporation or unincorporated entity acquires a significant portion of
the assets of the Corporation and such unrelated corporations or unincorporated entities, as the case may be, are not owned or controlled,
directly or indirectly, by a single parent company.
3
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled,
the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of
the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that
to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive’s responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”),
which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary
which has been earned but deferred in accordance with Section 409A of the Code, to the Executive by the Company and its affiliated
companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be
substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the
Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the
Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include
any company controlled by, controlling or under common control with the Company.
(ii) Incentive Awards. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during
the Employment Period, an annual incentive award (the “Annual Incentive Award”) and a long-term incentive award (which may be designated
as a performance unit award) (the “Long-Term Cash Incentive Award” and together with the Annual Incentive Award, the “Incentive
Awards”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full months) annual incentive award and long-term cash
incentive award, respectively, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated
companies in respect of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (together, the “Recent
Incentive Awards”); provided, however, that for any year of such three-year period in which the actual incentive awards were less than the
target level of such incentive awards, then the target levels of such incentive awards shall be used for
4
purposes of the foregoing formula. Each such Annual Incentive Award and Long-Term Cash Incentive Award shall be paid no later than two
and one-half months after the fiscal year for which the Annual Incentive Award or the Long-Term Cash Incentive Award, as the case may be,
is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award or Long-Term Cash Incentive Award, which
deferrals shall be made in accordance with the provisions of Section 409A of the Code.
(iii) Profit Sharing, Thrift, Savings and Pension Plans. In addition to Annual Base Salary and Incentive Awards payable as
hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all profit sharing, thrift, savings and
pension plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies, but
in no event shall such plans, practices, policies and programs provide the Executive with profit sharing opportunities (measured with respect
to both regular and special profit sharing opportunities), thrift opportunities, savings opportunities and pension benefits opportunities, in
each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the
Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the
Company and its affiliated companies.
(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be,
shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the
Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life,
group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the
Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less
favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time
during the 90-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company and its affiliated companies.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and
its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated
companies.
(vi) Perquisites. During the Employment Period, the Executive shall be entitled to perquisites in accordance with the most
favorable plans, practices, programs and policies of the Company and its affiliated companies in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with
respect to other peer executives of the Company and its affiliated companies.
5
(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size
and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of
the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies.
(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during
the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated companies.
5. Termination of Employment.
(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the
Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 13(b) of this
Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30
days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this
Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company on a substantially full-time basis
for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by
a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as
to acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this
Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one
of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner
in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or
6
(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to
be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions
of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board
or, if the Company is not the ultimate parent corporation of its affiliated companies and is not publicly-traded, the ultimate parent of the
Company (excluding the Executive, if the Executive is a member of such board) at a meeting of such board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the applicable board, the Executive is guilty of the conduct described in subparagraph (i) or
(ii) above, and specifying the particulars thereof in detail.
(c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good
Reason. For purposes of this Agreement, “Good Reason” shall mean
(i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position
(including a material negative change regarding the Executive’s status, offices, titles or reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a material diminution
in such position, authority, duties or responsibilities (but not occurring solely as a result of the Company’s ceasing to be a publicly traded
entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;
(ii) any material failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than
an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(iii) the Company’s requiring the Executive (i) to be based at any office or location other than that described in
Section 4(a)(i)(B) hereof, (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed
at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required
immediately prior to the Effective Date;
7
(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company or any successor to comply with and satisfy Section 12(c) of this Agreement, provided that
such successor has received at least ten days prior written notice from the Company or the Executive of the requirements of Section 12(c) of
this Agreement.
For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive. The Executive’s
mental or physical incapacity following the occurrence of an event described in above clauses (i) through (v) shall not affect the Executive’s
ability to terminate employment for Good Reason.
(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b) of this Agreement. For purposes of
this Agreement, a “Notice of Termination” shall mean a written notice which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice). The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights
hereunder.
(e) Date of Termination. “Date of Termination” and references to “termination of employment” and similar terms shall mean a
separation from service within the meaning of Treasury Regulation § 1.409A-1(h).
6. Obligations of the Company upon Termination. (a) Good Reason; Other than for Cause or Disability. If, during the Employment
Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate
employment for Good Reason, the Company shall have the following obligations.
(i) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate
of the following amounts:
(A) the amount equal to the product of (x) three and (y) the sum of the Executive’s Annual Base Salary and the
Executive’s Annual Incentive Award at the target level for the year of termination; provided, however, that such amount shall be paid in
lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to
be received by the Executive upon such termination of employment under any severance plan, policy or arrangement of the Company;
and
8
(B) the amount equal to the sum of: (x) the product of (I) the target level Annual Incentive Award that would have been
available to the Executive under the applicable incentive plans of the Company and the policies and procedures thereunder for the fiscal
year of the Company in which the Change of Control occurs or, if greater, the fiscal year in which the Date of Termination occurs and (II)
a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator
of which is 365; and (y) the product of (I) the target level Long-Term Cash Incentive Award that would have been available to the
Executive under the applicable incentive plans of the Company and the policies and procedures thereunder for performance cycles
outstanding as of the Date of Termination and (II) a fraction, the numerator of which is the number of days in the applicable Long-Term
Cash Incentive Award cycle through the Date of Termination, and the denominator of which is the number of days in such cycle;
provided, however, that no payout under this Agreement shall be made which would result in a duplicate payment under the plans
governing the Annual Incentive Award and/or the Long-Term Cash Incentive Award for any period for which such plans, by their terms,
have resulted in an accelerated payment in the event of a Change of Control; and
(C) the amount of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore
paid and the amount of any compensation previously deferred by the Executive (together with any accrued interest thereon) and not yet
paid by the Company and any accrued vacation pay of the Executive not yet paid by the Company.
For purposes of this Agreement, the aggregate of the amounts described in clauses (A), (B) and (C) of this Section 6(a) shall hereafter be
referred to as the “Special Termination Amount.” The sum of the amounts described in clauses (B) and (C) of this Section 6(a) shall be
hereinafter referred to as the “Accrued Obligations”.
(ii) For three years after the Date of Termination, or such longer period as may be provided by the terms of the applicable
plan, program, practice or policy, the Company shall continue benefits to the Executive and, where applicable, the Executive’s family at least
equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in
Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans,
practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families
during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter
generally with respect to other peer executives of the Company and its affiliated companies and their families (for purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to
have remained employed until the end of the Employment Period and to have retired on the last day of such period); provided, however, that in
the event the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under any
employer provided plan, the medical and other welfare benefits described herein shall not be provided by the Company during such applicable
period of eligibility, but shall resume if such period of eligibility shall terminate. The amount eligible for reimbursement, or available for
benefits, under any such plan, program, practice or policy of the Company in any year that is unused in such year may not be carried over to
any other year or be liquidated.
9
(iii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other
amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the
“Other Benefits”).
(iv) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and
provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not
exceed $50,000 and the services are provided within the two year period following the end of the year in which the Executive’s Date of
Termination occurs.
Notwithstanding the foregoing provisions of this Section 6(a), to the extent required in order to comply with Section 409A of the Code,
amounts and benefits to be paid or provided under this Section 6(a) shall be paid or provided to the Executive on the first business day after
the date that is six months following the Date of Termination.
(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this
Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than the payment
by the Company of the Special Termination Amount, provided however, that the amount of such payment determined under Section 6(a)(i)(A)
shall be adjusted as follows. The amount set forth in clause (A) shall be offset in all cases by the basic life insurance benefit paid or payable in
respect of the Executive’s death and, in addition, if the death occurs after the one year anniversary following the Change of Control, it shall be
offset by the amount of any salary payments made to the Executive for any periods of employment following the Change of Control. The
Special Termination Amount shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the
Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at
least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer
executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits,
if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect on the date of the Executive’s death
generally with respect to other peer executives of the Company and its affiliated companies and their families.
(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Executive, other than the payment by the Company of the Special
Termination Amount. The Special Termination Amount shall be paid to the Executive in a lump sum in cash within 30 days of the Date of
Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to
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receive disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated
companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if
any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter through the Date of
Termination generally with respect to other peer executives of the Company and its affiliated companies and their families. The amount of any
such benefit that is unused in any year may not be carried over to any future year or be liquidated. Notwithstanding the foregoing provisions
of this Section 6(c), to the extent required in order to comply with Section 409A of the Code, amounts and benefits to be paid or provided
under this Section 6(c) shall be paid or provided to the Executive on the first business day after the date that is six months following the Date
of Termination.
(d) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period,
this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base
Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent
theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations to the Executive, other than for the Accrued Obligations, all of which such Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
(e) Rabbi Trust. In the event that the Executive becomes entitled to benefits under Section 6(a) or (c) of this Agreement, the
Compensation Committee of the Board of Directors shall have the authority to fund a rabbi trust immediately prior to the Change of Control or
the applicable Date of Termination in an amount equal to 100 percent of the maximum aggregate benefits payable to the Executive under such
Section 6(a) or (c) and any estimated Gross-Up Payment as provided for under Section 9 of this Agreement.
7. Non-exclusivity of Rights. Except as explicitly modified or otherwise explicitly provided by this Agreement, (i) nothing in this
Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs,
policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated
companies and (ii) amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program except as explicitly modified by this Agreement.
8. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the
Company may have against the Executive or others. In no event shall the Executive be
11
obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except as provided in Section 6(d)(ii) of this Agreement, such amounts shall not be reduced whether or not
the Executive obtains other employment. The Company agrees to pay, to the full extent permitted by law, all legal fees and expenses which the
Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.
9. Certain Additional Payments by the Company.

(a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that as a result, directly or
indirectly, of any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), the Executive would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to
promptly receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including
any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes on the Payment, the
Executive is in the same after-tax position as if no Excise Tax had been imposed upon the Executive; provided, however, that if the Payment
would result in the Executive receiving total “Parachute Payments” within the meaning of Section 280G of the Code, which equal less than one
hundred and twenty percent (120%) of the amount that Executive would be entitled to receive without becoming subject to the Excise Tax, but
for the application of this sentence, then the Payment shall be reduced to the minimum extent necessary (but in no event to less than zero) so
that no portion of any such Payment, as so reduced, constitutes an “Excess Parachute Payment” within the meaning of Section 280G of the
Code; provided, further, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in
the aggregate Payment to be provided, determined on an after-tax basis (taking into account the Excise Tax imposed, and any applicable
federal, state and local income taxes). The fact that the Executive’s right to a Payment may be reduced by reason of the limitations contained in
this Section 9(a) shall not of itself limit or otherwise affect any other rights of the Executive other than under this Agreement. In the event that
a Payment intended to be provided under this Agreement is required to be reduced pursuant to the proviso to this Section 9(a), the Executive
shall be entitled to designate which portion of the Payment will be so reduced in order to give effect to this Section 9(a). The Company shall
provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designation. In the
event that the Executive fails to make such designation within 10 business days after the Effective Date of Termination, the Company may
effect such reduction in any manner it deems appropriate.
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(b) Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether or when
a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determinations, shall be made by the accounting firm of PricewaterhouseCoopers LLP (the “Accounting Firm”) which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business days of receipt of notice from the Executive that there has
been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor
for the individual, entity or group effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to
make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9,
shall be paid to the Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no
Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the
Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been
made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the
event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.
(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require
the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business
days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is
requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives
such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
(i) give the Company any information reasonably requested by the Company relating to such claim,
(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time
to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the
Company,
(iii) cooperate with the Company in good faith in order effectively to contest such claim, and,
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(iv) permit the Company to participate in any proceedings relating to such claim;
provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either pay the tax claimed to the appropriate taxing authority on behalf of the
Executive and direct the Executive to sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute
such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company pays such claim and directs the Executive to sue for a refund, the Company
shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such payment or with respect to any imputed income with respect to such payment; and further
provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest
shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf
pursuant to Section 9(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment
relates or with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly
pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after
payment by the Company of an amount on the Executive’s behalf pursuant to Section 9(c), a determination is made that the Executive shall not
be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
(e) Notwithstanding any other provision of this Section 9, the Company may, in its sole discretion, withhold and pay over to the
Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment,
and the Executive hereby consents to such withholding.
10. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating
14
to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the
Executive’s employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by
acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with
the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In
no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.
11. Section 409A. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the
Code, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where
applicable, (a) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or
(b) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory
guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the
payments to the Executive.
12. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or by application of the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement,
“Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
13. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force
or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives. The execution by the Company and the Executive of this Agreement shall automatically
supersede and render ineffective any previous agreement covering the same subject matter hereof and such previous agreement shall be
deemed terminated in its entirety.
15
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
[Name]
c/o Tupperware Brands Corporation
14901 South Orange Blossom Trail
If to the Company:
Attention: General Counsel
Mailing Address:
P.O. Box 2353
Orlando, Florida 32802-2353
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall
be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a
waiver of such provision or any other provision of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof,
prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the
Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement. From and after
the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
16
IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
[Name]
By
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CHANGE OF CONTROL EMPLOYMENT AGREEMENT

AMENDMENT AND RESTATEMENT
(For use on and after 1/1/09)

THIS AGREEMENT by and between TUPPERWARE BRANDS CORPORATION, a Delaware corporation (the “Company”), and
(the “Executive”), is an amendment and restatement of the agreement entered into by the parties and dated as of the th day
of , 20 .
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its
shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction
of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the
Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to
provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives and to conform the agreement dated February 13, 2007 to the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, the Board has caused the Company to enter
into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The “Effective Date” shall be the first date during the Protection Period (as defined in Section 1(b)) on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment
with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive
that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of
Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the
“Effective Date” shall mean the date immediately prior to the date of such termination of employment.
(b) The “Protection Period” shall be the period commencing on the date hereof and ending on the second anniversary of such date;
provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and
each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), the Protection Period shall be automatically extended
so as to terminate two years from such
Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Protection Period shall
not be so extended.
(c) Change of Control. For the purpose of this Agreement, a “Change of Control” shall mean:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection
(a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 2; or
(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or threatened election contest or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company, the acquisition of assets of another corporation, a statutory share exchange or other similar
transactions (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction
of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any
employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the
19
combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to
the Corporate Transaction and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate
Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or at the time of the action of the Board,
providing for such Corporate Transaction; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
2. Employment Period. The Company hereby agrees to continue the Executive in its employ or the employ of one of its subsidiaries,
and the Executive hereby agrees to remain in such employ of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).
3. Terms of Employment.
(a) Position and Duties.
(i) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised
and assigned at any time during the 90-day period immediately preceding the Effective Date and (B) the Executive’s services shall be
performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35
miles from the Executive’s primary residence immediately prior to any relocation.
Such position, authority, duties and responsibilities shall be regarded as not commensurate and as inconsistent and result in a diminution for
purposes of Section 5(c)(i) if, as a result of a Change of Control, (I), the Company becomes a direct or indirect subsidiary of another
corporation or becomes controlled, directly or indirectly, by an unincorporated entity (such ultimate parent corporation or unincorporated
entity is hereinafter referred to as a “parent company”), or (II) all or substantially all of the assets of the Company are acquired by another
corporation or corporations or unincorporated entity or entities owned or controlled, directly or indirectly, by another corporation or
unincorporated entity (such ultimate parent corporation or unincorporated entity is also hereinafter referred to as a “parent company”), unless,
in each of (I) and (II), (x) Section 12 (c) of this Agreement shall have been complied with by any such parent company and (y) the Executive
shall have assumed a position with such parent company and the Executive’s position, authority, duties and responsibilities with such parent
company are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Company at
any time during the 90-day period immediately preceding the Effective Date, or (III) the Company becomes owned or controlled, directly or
indirectly, by more than one other corporation and/or unincorporated entity, as the case may be, which are not owned or controlled, directly or
indirectly, by a single parent company or (IV) more than one unrelated corporation or unincorporated entity acquires a significant portion of
the assets of the
20
Corporation and such unrelated corporations or unincorporated entities, as the case may be, are not owned or controlled, directly or indirectly,
by a single parent company.
(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled,
the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of
the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that
to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive’s responsibilities to the Company.
(b) Compensation.
(i) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”),
which shall be paid at a monthly rate, at least equal to twelve times the highest monthly base salary paid or payable, including any base salary
which has been earned but deferred in accordance with Section 409A of the Code, to the Executive by the Company and its affiliated
companies in respect of the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be
substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of the
Company and its affiliated companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the
Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include
any company controlled by, controlling or under common control with the Company.
(ii) Incentive Awards. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during
the Employment Period, an annual incentive award (the “Annual Incentive Award”) and a long-term incentive award (which may be designated
as a performance unit award)(the “Long-Term Cash Incentive Award” and together with the Annual Incentive Award, the “Incentive
Awards”) in cash at least equal to the average annualized (for any fiscal year consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than twelve full months) annual incentive award and long-term cash
incentive award, respectively, paid or payable, including by reason of any deferral, to the Executive by the Company and its affiliated
companies in respect of the three fiscal years immediately preceding the fiscal year in which the
21
Effective Date occurs (together, the “Recent Incentive Awards”); provided, however, that for any year of such three-year period in which the
actual incentive awards were less than the target level of such incentive awards, then the target levels of such incentive awards shall be used
for purposes of the foregoing formula. Each such Annual Incentive Award and Long-Term Cash Incentive Award shall be paid no later than
two and one-half months after the fiscal year for which the Annual Incentive Award or the Long-Term Cash Incentive Award, as the case may
be, is awarded, unless the Executive shall elect to defer the receipt of such Annual Incentive Award or Long-Term Cash Incentive Award,
which deferrals shall be made in accordance with the provisions of Section 409A of the Code.
(iii) Profit Sharing, Thrift, Savings and Pension Plans. In addition to Annual Base Salary and Incentive Awards payable as
hereinabove provided, the Executive shall be entitled to participate during the Employment Period in all profit sharing, thrift, savings and
pension plans, practices, policies and programs generally applicable to other peer executives of the Company and its affiliated companies, but
in no event shall such plans, practices, policies and programs provide the Executive with profit sharing opportunities (measured with respect
to both regular and special profit sharing opportunities), thrift opportunities, savings opportunities and pension benefits opportunities, in
each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at any time during the 90-day period immediately preceding the
Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the
(iv) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be,
shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the
Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life,
group life, accidental death and travel accident insurance plans and programs) to the extent generally applicable to other peer executives of the
Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide benefits which are less
favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time
during the 90-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time
after the Effective Date to other peer executives of the Company and its affiliated companies.
(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and
its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the Company and its affiliated
companies.
(vi) Perquisites. During the Employment Period, the Executive shall be entitled to perquisites in accordance with the most
favorable plans, practices, programs and
22
policies of the Company and its affiliated companies in effect for the Executive at any time during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally with respect to other peer executives of the
(vii) Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size
and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of
the foregoing provided to the Executive by the Company and its affiliated companies at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter generally with respect to other peer
executives of the Company and its affiliated companies.
(viii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its affiliated companies as in effect for the Executive at any time during
the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter generally
with respect to other peer executives of the Company and its affiliated companies.
4. Termination of Employment.
(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the
Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period
(pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 13(b) of this
Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30
days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this
Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company on a substantially full-time basis
for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by
a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative (such agreement as
to acceptability not to be withheld unreasonably).
(b) Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this
Agreement, “Cause” shall mean:
(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one
of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial
performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner
in which the Board or Chief
23
Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or
(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably
injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to
be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions
of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board
or, if the Company is not the ultimate parent corporation of its affiliated companies and is not publicly-traded, the ultimate parent of the
Company (excluding the Executive, if the Executive is a member of such board) at a meeting of such board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the
Board), finding that, in the good faith opinion of the applicable board, the Executive is guilty of the conduct described in subparagraph (i) or
(ii) above, and specifying the particulars thereof in detail.
(c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good
Reason. For purposes of this Agreement, “Good Reason” shall mean:
(i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive’s position
(including a material negative change regarding the Executive’s status, offices, titles or reporting requirements), authority, duties or
responsibilities as contemplated by Section 4(a) of this Agreement, or any other action by the Company which results in a material diminution
in such position, authority, duties or responsibilities (but not occurring solely as a result of the Company’s ceasing to be a publicly traded
entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;
(ii) any material failure by the Company to comply with any of the provisions of Section 4(b) of this Agreement, other than
an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(iii) the Company’s requiring the Executive (i) to be based at any office or location other than that described in
Section 4(a)(i)(B) hereof, (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed
at such
24
location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required
immediately prior to the Effective Date;
(iv) any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this
Agreement; or
(v) any failure by the Company or any successor to comply with and satisfy Section 12(c) of this Agreement, provided that
such successor has received at least ten days prior written notice from the Company or the Executive of the requirements of Section 12(c) of
this Agreement.
For purposes of this Section 5(c), any good faith determination of “Good Reason” made by the Executive shall be conclusive. The Executive’s
mental or physical incapacity following the occurrence of an event described in above clauses (i) through (v) shall not affect the Executive’s
ability to terminate employment for Good Reason.
(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in accordance with Section 13(b) of this Agreement. For purposes of
this Agreement, a “Notice of Termination” shall mean a written notice which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of
the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not more than fifteen days after the giving of such notice). The
failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights
hereunder.
(e) Date of Termination. “Date of Termination” and references to “termination of employment” and similar terms shall mean a
separation from service within the meaning of Treasury Regulation § 1.409A-1(h).
5. Obligations of the Company upon Termination. (a) Good Reason; Other than for Cause or Disability. If, during the Employment
Period, the Company shall terminate the Executive’s employment other than for Cause or Disability or the Executive shall terminate
employment for Good Reason, the Company shall have the following obligations.
(i) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate
of the following amounts:
(A) the amount equal to the product of (x) [three/two] and (y) the sum of the Executive’s Annual Base Salary and the
Executive’s Annual Incentive Award at the target level for the year of termination; provided, however, that such amount
shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to
salary or bonus continuation to be received by the
25
Executive upon such termination of employment under any severance plan, policy or arrangement of the Company; and
(B) the amount equal to the sum of: (x) the product of (I) the target level Annual Incentive Award that would have been
available to the Executive under the applicable incentive plans of the Company and the policies and procedures thereunder
for the fiscal year of the Company in which the Change of Control occurs or, if greater, the fiscal year in which the Date of
Termination occurs and (II) a fraction, the numerator of which is the number of days in the current fiscal year through the
Date of Termination, and the denominator of which is 365; and (y) the product of (I) the target level Long-Term Cash
Incentive Award that would have been available to the Executive under the applicable incentive plans of the Company and
the policies and procedures thereunder for performance cycles outstanding as of the Date of Termination and (II) a fraction,
the numerator of which is the number of days in the applicable Long-Term Cash Incentive Award cycle through the Date of
Termination, and the denominator of which is the number of days in such cycle; provided, however, that no payout under
this Agreement shall be made which would result in a duplicate payment under the plans governing the Annual Incentive
Award and/or the Long-Term Cash Incentive Award for any period for which such plans, by their terms, have resulted in an
accelerated payment in the event of a Change of Control; and
(C) the amount of the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore
paid and the amount of any compensation previously deferred by the Executive (together with any accrued interest thereon)
and not yet paid by the Company and any accrued vacation pay of the Executive not yet paid by the Company.
For purposes of this Agreement, the aggregate of the amounts described in clauses (A), (B) and (C) of this Section 6(a) shall hereafter be
referred to as the “Special Termination Amount.” The sum of the amounts described in clauses (B) and (C) of this Section 6(a) shall be
hereinafter referred to as the “Accrued Obligations”.
(ii) For three years after the Date of Termination, or such longer period as may be provided by the terms of the applicable
plan, program, practice or policy, the Company shall continue benefits to the Executive and, where applicable, the Executive’s family at least
equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in
Section 4(b)(iv) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans,
practices, programs or policies of the Company and its affiliated companies generally applicable to other peer executives and their families
during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter
generally with respect to other peer executives of the Company and its affiliated companies and their families (for purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to
have remained employed until the end of the Employment Period and to have retired on the last day of such period); provided, however, that in
the event the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under any
employer
26
provided plan, the medical and other welfare benefits described herein shall not be provided by the Company during such applicable period of
eligibility, but shall resume if such period of eligibility shall terminate. The amount eligible for reimbursement, or available for benefits, under
any such plan, program, practice or policy of the Company in any year that is unused in such year may not be carried over to any other year or
be liquidated.
(iii) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other
amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the
“Other Benefits”).
(iv) The Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and
provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not
exceed $50,000 and the services are provided within the two year period following the end of the year in which the Executive’s Date of
Termination occurs.
Notwithstanding the foregoing provisions of this Section 6(a), to the extent required in order to comply with Section 409A of the Code,
amounts and benefits to be paid or provided under this Section 6(a) shall be paid or provided to the Executive on the first business day after
the date that is six months following the Date of Termination.
(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this
Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than the payment
by the Company of the Special Termination Amount, provided however, that the amount of such payment determined under Section 6(a)(i)(A)
shall be adjusted as follows. The amount set forth in clause (A) shall be offset in all cases by the basic life insurance benefit paid or payable in
respect of the Executive’s death and, in addition, if the death occurs after the one year anniversary following the Change of Control, it shall be
offset by the amount of any salary payments made to the Executive for any periods of employment following the Change of Control. The
Special Termination Amount shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the
Date of Termination. Anything in this Agreement to the contrary notwithstanding, the Executive’s family shall be entitled to receive benefits at
least equal to the most favorable benefits provided generally by the Company and any of its affiliated companies to surviving families of peer
executives of the Company and such affiliated companies under such plans, programs, practices and policies relating to family death benefits,
if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect on the date of the Executive’s death
generally with respect to other peer executives of the Company and its affiliated companies and their families.
(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Executive, other than the payment by the Company of the Special
27
Termination Amount. The Special Termination Amount shall be paid to the Executive in a lump sum in cash within 30 days of the Date of
Termination. Anything in this Agreement to the contrary notwithstanding, the Executive shall be entitled after the Disability Effective Date to
receive disability and other benefits at least equal to the most favorable of those generally provided by the Company and its affiliated
companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if
any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding
the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter through the Date of
Termination generally with respect to other peer executives of the Company and its affiliated companies and their families. The amount of any
such benefit that is unused in any year may not be carried over to any future year or be liquidated. Notwithstanding the foregoing provisions
of this Section 6(c), to the extent required in order to comply with Section 409A of the Code, amounts and benefits to be paid or provided
under this Section 6(c) shall be paid or provided to the Executive on the first business day after the date that is six months following the Date
of Termination.
(d) Cause; Other than for Good Reason. If the Executive’s employment shall be terminated for Cause during the Employment Period,
this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base
Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive, in each case to the extent
theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations to the Executive, other than for the Accrued Obligations, all of which such Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
(e) Rabbi Trust. In the event that the Executive becomes entitled to benefits under Section 6(a) or (c) of this Agreement, the
Compensation Committee of the Board of Directors shall have the authority to fund a rabbi trust immediately prior to the Change of Control or
the applicable Date of Termination in an amount equal to 100 percent of the maximum aggregate benefits payable to the Executive under such
Section 6(a) or (c) and any estimated Gross-Up Payment as provided for under Section 9 of this Agreement.
6. Non-exclusivity of Rights. Except as explicitly modified or otherwise explicitly provided by this Agreement, (i) nothing in this
Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs,
policies or practices provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any other agreements with the Company or any of its affiliated
companies and (ii) amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or
program of the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with
such plan, policy, practice or program except as explicitly modified by this Agreement.
28
7. Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the
Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in
Section 6(d)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount
of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in
Section 7872(f)(2)(A) of the Code.
8. Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have
been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and which shall not be
or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After
termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the
Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for
deferring or withholding any amounts otherwise payable to the Executive under this Agreement.
9. Section 409A. If any compensation or benefits provided by this Agreement may result in the application of Section 409A of the
Code, the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to, where
applicable, (a) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or
(b) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory
guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the
payments to the Executive.
10. Successors. (a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or by application of the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or
29
assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
11. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force
or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives. The execution by the Company and the Executive of this Agreement shall automatically
supersede and render ineffective any previous agreement covering the same subject matter hereof and such previous agreement shall be
deemed terminated in its entirety.
(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
[Name]
c/o Tupperware Brands Corporation
If to the Company:
Attention: General Counsel
Mailing Address:
P.O. Box 2353
Orlando, Florida 32802-2353
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall
be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
30
(e) The Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a
waiver of such provision or any other provision of this Agreement.
(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof,
prior to the Effective Date, may be terminated by either the Executive or the Company at any time. Moreover, if prior to the Effective Date, the
Executive’s employment with the Company terminates, then the Executive shall have no further rights under this Agreement. From and after
the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of
Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.
[Name]
By
Exhibit 10.6

2006 INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
1. Option Grant. Tupperware Brands Corporation, a Delaware corporation (“Tupperware”), pursuant to the Tupperware Brands Corporation
2006 Incentive Plan (the “Plan”), a copy of which is available online at www-us.computershare.com/employee or by requesting a copy from the
Corporate Secretary’s Office, hereby grants to the Optionee as of the Date of Grant an option (the “Stock Option”) to purchase from
Tupperware a number of shares of the common stock of Tupperware, $0.01 par value (“Common Stock”), at the Option Price, all as specifically
indicated on the grant offered to you online through the Computershare website. The Stock Option is exercisable in accordance with the terms
and conditions of this Agreement and the Plan. The Optionee shall execute this Agreement by accepting it online at www-
us.computershare.com/employee. If Tupperware determines that any agreement from the Optionee is appropriate in order to comply with any
listing, registration or other legal requirement, the Optionee shall execute and deliver such agreement to Tupperware. All determinations and
interpretations made by Tupperware in connection with any question arising under this Agreement or the Plan are binding and conclusive
upon the Optionee or his or her legal representative. If there is any conflict between the provisions of this Agreement and the Plan, the Plan
shall control. Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.
2. Term and Exercise Period. The Stock Option becomes exercisable as set forth in your online grant. Any portion of the Stock Option which
becomes exercisable continues to be exercisable, until exercised, during the Option Term, except as stated below. No delays in the exercise of
an Option are permissible. The Option Term means the period which begins on the date the Exercise Rights Begin and ends on the date the
Option Term Expires, except as may otherwise be set forth in this Agreement and your online grant.
3. Exercise Procedure. To exercise the Stock Option, the Optionee shall deliver a notice to Tupperware, or its agent at Computershare,
specifying the number of shares to be purchased, and include payment in full, or arrangements satisfactory to Tupperware for payment in full
of the Option Price for such shares. Tupperware shall make available to the Optionee a form or electronic process that may be used for this
purpose. The date of exercise shall be the date on which such notice and payment, or arrangements satisfactory to Tupperware for payment,
are received by Tupperware or its agent . The Optionee may exercise the Stock Option on the web by logging onto www-
us.computershare.com/employee or by calling 1-800-599-8413 in the United States, Puerto Rico or Canada or +1-732-491-4325 when outside of
the United States.
4. Payment of the Option Price. As provided under Article 6, Section 6.4 of the Plan, payment of the Option Price for the number of shares to
be purchased shall be made; (i) in cash (including a check, bank draft, money order or wire transfer); (ii) by delivery or certification to
Tupperware of shares of Common Stock having a fair market value at least equal to the Option Price for such unrestricted Shares already
owned by the Optionee of the same class as the Shares subject to the Stock Option (based on the Fair Market Value of the Shares on the date
the Stock Option is exercised) and, unless such Shares were acquired in the open market, held for a period of not less than 6 months prior to
the exercise of the Stock Option; (iii) in the case of an NQSO only, by written instruction to Tupperware to affect a “net exercise” arrangement
pursuant to which Tupperware retains from the Stock Option exercise a whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price, along with delivery of cash (as defined in clause (i) above) representing the remainder of the exercise price not
covered by the retention of the whole number of shares; or (iv) by any combination of cash and such shares of Common Stock.
5. Delivery of Common Stock. Upon any exercise of the Stock Option, and subject to the payment of the Option Price under Section 4 of this
Agreement and of all tax obligations under Section 6 of this Agreement, Tupperware shall deliver the shares purchased in book entry form.
The shares shall be registered in the name of the Optionee. If the Optionee dies, the shares shall be registered in the name of the person
entitled to exercise the Stock Option in accordance with the Plan.
6. Taxes. The Optionee shall review with the Optionee’s own tax advisors the federal, state, local and/or foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Optionee shall rely solely on such advisors and not on any statements
or representations of Tupperware or any of its agents. Regardless of any action Tupperware or Optionee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),
Optionee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Optionee’s responsibility
and that Tupperware and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of shares of
Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant
or any aspect of the Option to reduce or eliminate Optionee’s liability for Tax-Related Items. Prior to exercise of the Option, Optionee will pay
or make adequate arrangements satisfactory to Tupperware and/or the Employer to satisfy all withholding and payment on account
obligations of Tupperware and/or the Employer. In this regard, Optionee authorizes Tupperware and/or the Employer to withhold all applicable
Tax-Related Items legally payable by Optionee from his or her wages or other cash compensation paid to Optionee by Tupperware and/or the
Employer or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, Tupperware may
(1) sell or arrange for the sale of shares of Common Stock that Optionee acquires to meet the withholding obligation for Tax-Related Items,
and/or (2) withhold in shares of Common Stock, provided that Tupperware only withholds the amount of shares of Common Stock
necessary to satisfy the minimum withholding amount. Finally, Optionee will pay to Tupperware or the Employer any amount of Tax-Related
Items that Tupperware or the Employer may be required to withhold as a result of Optionee’s participation in the Plan or Optionee’s purchase
of shares of Common Stock that cannot be satisfied by the means previously described. Tupperware may refuse to honor the exercise and
refuse to deliver the shares of Common Stock if Optionee fails to comply with his or her obligations in connection with the Tax-Related Items
as described in this section.
7. Impact of Certain Events. Upon the Optionee’s death, Disability, retirement or termination, or upon a Change of Control, the Optionee shall
have such modified rights of vesting and exercisability as set forth below:
(a) Death: If the Optionee’s employment terminates by reason of death, the Stock Option shall become immediately and fully exercisable and
may thereafter be exercised by the estate of the Optionee for a period of three years from the date of such death; provided, however, that if the
Optionee is at least sixty years of age at the time of death and has fifteen years service with the Company, the Stock Option may thereafter be
exercised by the estate of the Optionee for a period of six years from the date of such death. In no event, however, may the Stock Option be
exercisable beyond the end of the Option Term. Notwithstanding any provision herein to the contrary, if the Optionee dies after termination of
the Optionee’s employment, the Stock Option may thereafter be exercised, to the extent the Stock Option was exercisable as of the date of such
death, for a period that expires on the earliest of (i) the first anniversary of the date of such death, (ii) the last date on which the Optionee
would have been entitled to exercise the Stock Option had the Optionee not died or (iii) the end of the Option Term; provided, however, that if
the Optionee had retired from the Company prior to the date of death, the estate of the Optionee shall continue to have the benefit of the
vesting and exercisability benefits specified by the provisions governing retirement as set forth below.
(b) Disability: If the Optionee’s employment terminates by reason of Disability, the Stock Option, if not fully vested and exercisable as of the
date of such termination, shall continue to vest according to the Stock Option’s stated vesting schedule and may thereafter be exercised by
the Optionee, to the extent it was exercisable at the time of termination or thereafter becomes exercisable, or on such accelerated basis as the
Committee may determine, for a period of three years from the date of such termination of employment or until the end of the Option Term,
whichever period is the shorter; provided, however, that if the Optionee dies within such period, the Stock Option shall continue to be
exercisable to the extent to which it was exercisable at the time of death for the remainder of such period, or for a period of 12 months from the
date of such death, or until the expiration of the Option Term, whichever period is the shortest.
(c) Retirement: If the Optionee’s employment terminates by reason of retirement, the following vesting and exercisability terms will apply. The
Optionee shall be deemed to have terminated employment by reason of retirement if the Optionee has attained age and years of service
requirements set forth below, has given due notice (as determined by the Committee), and has entered into an agreement, the form and content
of which shall be specified by the Committee, not to compete with the Company and its Affiliates for a period of one year following such
retirement. In no event, however, may the Stock Option be exercisable after the end of the Option Term.
Min im u m Ye ars of Ye ars of C on tin u e d Ye ars of C on tin u e d

S e rvice with Ve stin g Following Exe rcisability
Age at Re tire m e n t C om pany Re tire m e n t Followin g Re tire m e n t
55 or more 10 1 2
60 or more 15 6 6
Notwithstanding the foregoing, if the Optionee dies within such period of continued exercisability, the Stock Option shall continue to be
date of such death, or until the end of the Option Term, whichever period is the shortest.
(d) Termination for Cause: Unless otherwise determined by the Committee, if the Optionee incurs a termination of employment for Cause, the
Stock Option shall thereupon terminate.
(e) Other Termination: If the Optionee incurs a voluntary termination of employment, the Stock Option, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, may be exercised for the lesser of thirty days from the date of such termination of
employment or until the end of the Option Term. If the Optionee incurs a termination of employment by the Company, other than by reason of
retirement, Disability or Cause, the Stock Option, to the extent it is then exercisable, or becomes exercisable during the one-year period
following termination of employment by the Company, or on such accelerated basis as the Committee may determine, may be exercised at any
time from the date of vesting until the first anniversary of the date of such termination of employment or, if sooner, the end of the Option Term;
provided, however, that if the Optionee dies within such period of post-termination exercisability, the Stock Option shall continue to be
date of such death, or until the expiration of the Option Term, whichever period is the shortest. Notwithstanding the foregoing, if an Optionee
incurs a termination of employment after a Change of Control, the Stock Option shall remain exercisable, to the extent it was exercisable
immediately before such termination, through the end of the Option Term.
8. Data Transfer and Privacy. To administer this Plan, the Optionee must provide Tupperware with personal data to identify him or her,
including name and address. The personal data will be transferred to Tupperware’s U.S. headquarters in Orlando, Florida, and processed there.
During each of these steps, Tupperware treats personal data with care to ensure its privacy and ensure that any outside vendors do the same.
For European Union residents, the data is treated in accordance with Tupperware’s European Union Data Transfer Policy. Optionee hereby
explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of his or her personal data as described in this document by and among, as applicable, the
Employer, and Tupperware and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing
Optionee’s participation in the Plan. Optionee understands that Tupperware and the Employer may hold certain personal information about
Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in Tupperware, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the purpose of
implementing, administering and managing the Plan (“Data”). Optionee understands that Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan (such as Computershare in Edison, New Jersey), that these recipients may
be located in Optionee’s country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws
and protections than Optionee’s country. Optionee understands that he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting Optionee’s local human resources representative. Optionee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing
Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with
whom Optionee may elect to deposit any shares of stock acquired upon exercise of the Option. Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan. Optionee understands that he or she
may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to
Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources
representative. Optionee understands, however, that refusing or withdrawing his or her consent may affect Optionee’s ability to participate in
the Plan. For more information on the consequences of Optionee’s refusal to consent or withdrawal of consent, Optionee understands that he
or she may contact his or her local human resources representative.
9. Recovery of Award. In the event of any restatement of Tupperware’s financials statements (“Restatement”) resulting from the error,
omission, fraud or other misconduct of an Optionee, any previous delivery of common stock of Tupperware, or a grant of a Stock Option
which was made to the Optionee, shall be subject to recovery and/or cancellation by Tupperware as the Compensation and Management
Development Committee (the “Committee”) of the Board of Directors, in its sole discretion, shall in good faith determine. Tupperware may
recover all or a portion of any award made to the Optionee with respect to a fiscal year of Tupperware when the financial results of a
Restatement negatively affect the financial statements of Tupperware. The Committee may determine: (i) the amount to be recovered and/or
cancelled; (ii) to recover different amounts from different Optionees or different classes of Optionees on such basis as it deems appropriate;
(iii) whether to seek repayment from a Optionee or to reduce an amount otherwise payable to a Optionee under any compensation, plan,
program or arrangement maintained by Tupperware, including the use of set off, subject to applicable law; (iv) the valuation of any shares of
common stock determined to be withheld from a Optionee in connection with such an action; and (v) whether to cancel outstanding Stock
Options in connection with such an action and the valuation thereof for such purpose.
10. Nature of Grant. In accepting the grant, Optionee acknowledges that:
(1) the Plan is established voluntarily by Tupperware, it is discretionary in nature and it may be modified, amended, suspended or
terminated by Tupperware at any time, unless otherwise provided in the Plan and this Agreement;
(2) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options, even if options have been granted repeatedly in the past;
(3) all decisions with respect to future option grants, if any, will be at the sole discretion of Tupperware;
(4) the Optionee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause;
(5) the Optionee is voluntarily participating in the Plan;
(6) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to
Tupperware or the Employer, and which is outside the scope of Optionee’s employment contract, if any;
(7) the Option is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or
similar payments and in no event should be considered as compensation for, or relating in any way to, past services for Tupperware or the
Employer;
(8) in the event that Optionee is not an employee of Tupperware, the Option grant will not be interpreted to form an employment contract
or relationship with Tupperware; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer
or any subsidiary or affiliate of Tupperware;
(9) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10) if the underlying shares of Common Stock do not increase in value, the Option will have no value;
(11) if Optionee exercises his or her Option and obtain shares of Common Stock, the value of those shares of Common Stock acquired
upon exercise may increase or decrease in value, even below the exercise price; and
(12) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from termination of the
Option or diminution in value of the Option or shares of Common Stock purchased through exercise of the Option resulting from termination of
Optionee’s employment by Tupperware or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and
Optionee irrevocably releases Tupperware and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such
claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Optionee will be deemed irrevocably to
have waived his or her entitlement to pursue such claim.
11. Governing Law. The Option grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Florida,
as provided in the Plan.
12. Electronic Delivery. Tupperware may, in its sole discretion, decide to deliver any documents related to the Option granted under and
participation in the Plan or future options that may be granted under the Plan by electronic means or to request Optionee’s consent to
participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, to
agree to participate in the Plan through an on-line or electronic system established and maintained by Tupperware or another third party
designated by Tupperware.
13. Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
14. Notices. All notices hereunder to Tupperware shall be delivered or mailed to the Corporate Secretary of Tupperware at its headquarters
office. All notices hereunder to the Optionee shall be delivered in writing either electronically or mailed to the Optionee’s address as indicated
on your online Computershare account, unless the Optionee notifies Tupperware in writing of a change of address at hrorl@tupperware.com.
The parties confirm this Agreement effective as of the Date of Grant and have executed it on the date it was accepted online.

Thomas M. Roehlk
Executive Vice President,
Chief Legal Officer and Secretary

2006 INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
1. Restricted Stock Unit Award. Tupperware Brands Corporation, a Delaware corporation (“Tupperware”), pursuant to the Tupperware
Brands Corporation 2006 Incentive Plan (the “Plan”), a copy of which is available online at www-us.computershare.com/employee or by
requesting a copy from the Corporate Secretary’s Office, hereby grants to the Grantee as of the Date of Grant a Restricted Stock Unit Award
(the “Restricted Stock Units” or “Award”) to receive from Tupperware a number of shares of the common stock of Tupperware, $0.01 par value
(“Common Stock” or “Shares”), all as specifically indicated on the grant offered to you online through the Computershare website. The Award
vests in accordance with the terms and conditions of this Agreement and the Plan. The Grantee shall execute this Agreement by accepting it
online at www-us.computershare.com/employee. If Tupperware determines that any agreement from the Grantee is appropriate in order to
comply with any listing, registration or other legal requirement, the Grantee shall execute and deliver such agreement to Tupperware. All
determinations and interpretations made by Tupperware in connection with any question arising under this Agreement or the Plan are binding
and conclusive upon the Grantee or his or her legal representative. If there is any conflict between the provisions of this Agreement and the
Plan, the Plan shall control. Capitalized terms used and not defined in this Agreement have the meanings given to them in the Plan.
2. Restriction Period. The restrictions, as defined in the Plan, applicable to the Award shall lapse as specifically indicated on the grant offered
to you online through the Computershare website, unless an earlier lapse occurs in accordance with the terms of this Agreement.
3. Stockholder Rights. During the Restricted Period, the Grantee shall not have the rights of a stockholder of Tupperware to vote the shares
of Common Stock related to the Restricted Stock Units, except that the Grantee shall be entitled to receive dividend equivalent rights related to
the Restricted Stock Units equal in amount to the dividends declared on a share of Common Stock. Dividend equivalent amounts shall accrue
and be paid or distributed at such time as the restrictions on Restricted Stock Units lapse in accordance with this Agreement and in proportion
to the amount of Restricted Stock Units as to which restrictions lapse.
4. Delivery of Shares or Cash. Subject to the payment of tax obligations under this Agreement, Tupperware will deliver or cause to be
delivered either (a) Shares evidenced by certificates, or, if Tupperware so determines, in book entry form, at the end of the Restricted Period,
and will deliver them to the Grantee or Grantee’s transferee free of the restrictions imposed by the Plan or this Agreement, or (b) cash based
upon the number of Restricted Stock Units times the closing price on the New York Stock Exchange (“NYSE”) of a share of Common Stock on
the date of vesting, or if such date shall not be a business day for the NYSE, then upon the closing price on the immediately-preceding
business day of the NYSE.
5. Taxes. The Grantee acknowledges by the acceptance of this Award that he or she should review with the Grantee’s own tax advisors the
federal, state, local and/or foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee
shall rely solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands
that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of this investment or
the transactions contemplated by this Agreement. Regardless of any action Tupperware or Grantee’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),
Grantee acknowledges that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Grantee’s responsibility and
that Tupperware and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award grant, including the grant or vesting of the Award, the subsequent sale of shares of Common Stock
acquired pursuant to the lapsing of restrictions of such Award and the receipt of any dividend equivalent amounts; and (2) do not commit to
structure the terms of the grant or any aspect of the Award to reduce or eliminate Grantee’s liability for Tax-Related Items. Prior to release of
restrictions upon the Award, Grantee will pay or make adequate arrangements satisfactory to Tupperware and/or the Employer to satisfy all
withholding and payment on account obligations of Tupperware and/or the Employer. In this regard, Grantee authorizes Tupperware and/or
the Employer to withhold all applicable Tax-Related Items legally payable by Grantee from
his or her wages or other cash compensation paid to Grantee by Tupperware and/or the Employer or from proceeds of the sale of shares of
Common Stock. Alternatively, or in addition, if permissible under local law, Tupperware may (1) sell or arrange for the sale of shares of
Common Stock that Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock,
provided that Tupperware only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount.
Finally, Grantee will pay to Tupperware or the Employer any amount of Tax-Related Items that Tupperware or the Employer may be required to
withhold as a result of Grantee’s participation in the Plan or Grantee’s purchase of shares of Common Stock that cannot be satisfied by the
means previously described. Tupperware may refuse to honor the exercise and refuse to deliver the shares of Common Stock or cash if Grantee
fails to comply with his or her obligations in connection with the Tax-Related Items as described in this section.
6. Data Transfer and Privacy. To administer this Plan, the Grantee must provide Tupperware with personal data to identify him or her,
Tupperware may transfer the personal data to an outside vendor (such as a bank) for further processing. By acceptance of this Award, the
Grantee explicitly consents to this collection, transfer and processing, as necessary for operation of this Plan. During each of these steps,
Tupperware treats personal data with care to ensure its privacy and ensure that any outside vendors do the same. For European Union
residents, the data is treated in accordance with Tupperware’s European Union Data Transfer Policy. Grantee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this
document by and among, as applicable, the Employer, and Tupperware and its subsidiaries and affiliates for the exclusive purpose of
implementing, administering and managing Grantee’s participation in the Plan. Grantee understands that Tupperware and the Employer may
hold certain personal information about Grantee, including but not limited to, Grantee’s name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in
Tupperware, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Grantee understands that Data may be
transferred to any third parties assisting in the implementation, administration and management of the Plan (such as Computershare in Edison,
New Jersey), that these Grantees may be located in Grantee’s country or elsewhere, and that the country to which Data is sent (e.g., the United
States) may have different data privacy laws and protections than Grantee’s country. Grantee understands that he or she may request a list
with the names and addresses of any potential Grantees of the Data by contacting Grantee’s local human resources representative. Grantee
authorizes those receiving the Data to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required
to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired upon exercise of the Award. Grantee
understands that Data will be held only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan.
Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing
Grantee’s local human resources representative. Grantee understands, however, that refusing or withdrawing his or her consent may affect
Grantee’s ability to participate in the Plan. For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent,
Grantee understands that he or she may contact his or her local human resources representative.
7. Recovery of Award. In the event of any restatement of Tupperware’s financial statements (“Restatement”) resulting from the error, omission,
fraud or other misconduct of the Grantee, any previous delivery of Common Stock, including dividend equivalent amounts declared thereon
and paid, or a grant of an Award which was made to the Grantee, shall be subject to recovery and/or cancellation by Tupperware as the
Compensation and Management Development Committee (the “Committee”) of the Board of Directors, in its sole discretion, shall in good faith
determine. Tupperware may recover all or a portion of any award made to the Grantee with respect to a fiscal year of Tupperware when the
financial results of a Restatement negatively affect the financial statements of Tupperware. The Committee may determine: (i) the amount to be
recovered
2
and/or cancelled; (ii) to recover different amounts from different Grantees or different classes of Grantees on such basis as it deems
appropriate; (iii) whether to seek repayment from a Grantee or to reduce an amount otherwise payable to a Grantee under any compensation,
plan, program or arrangement maintained by Tupperware, including the use of set off, subject to applicable law; (iv) the valuation of any
shares of common stock determined to be withheld from a Grantee in connection with such an action; and (v) whether to cancel outstanding
awards in connection with such an action and the valuation thereof for such purpose.
8. Impact of Certain Events. Upon the Grantee’s death or upon a Change of Control as defined in the Plan, the Award shall become
immediately and fully vested. If the Grantee’s employment terminates for any other reason, including disability, retirement, termination for
cause by Tupperware or voluntary termination by the Grantee, any unvested Award shall automatically terminate and be forfeited.
9. Nature of Grant. In accepting the Award, Grantee acknowledges that:
(2) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of
Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;
(3) all decisions with respect to future Award grants, if any, will be at the sole discretion of Tupperware;
(4) the Grantee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Grantee’s employment relationship at any time with or without cause;
(5) the Grantee is voluntarily participating in the Plan;
(6) the Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to
Tupperware or the Employer, and which is outside the scope of Grantee’s employment contract, if any;
(7) the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any
Employer;
(8) in the event that Grantee is not an employee of Tupperware, the Award grant will not be interpreted to form an employment contract
or relationship with Tupperware; and furthermore, the Award grant will not be interpreted to form an employment contract with the Employer
or any subsidiary or affiliate of Tupperware;
(9) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty; and
(10) in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from termination of the
Award or diminution in value of the Award or shares of Common Stock purchased through exercise of the Award resulting from termination of
Grantee’s employment by Tupperware or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and
Grantee irrevocably releases Tupperware and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such
claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Grantee will be deemed irrevocably to have
waived his or her entitlement to pursue such claim.
10. Governing Law. The Award grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Florida,
as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by
this Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Florida, agree that such
litigation shall be conducted in the courts of Osceola County, Florida, or the federal courts for the United States for the Middle District of
Florida, where this Award is made and/or to be performed.
3
11. Electronic Delivery. Tupperware may, in its sole discretion, decide to deliver any documents related to the Award granted under and
participation in the Plan or future Awards that may be granted under the Plan by electronic means or to request Grantee’s consent to
participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to
office. All notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s address as indicated on your online
Computershare account, unless the Grantee notifies Tupperware in writing of a change of address.

Thomas M. Roehlk
Chief Legal Officer & Secretary
4

2006 INCENTIVE PLAN
(NON-U.S. GRANTEES)
1. Restricted Stock Unit Award. Tupperware Brands Corporation, a Delaware corporation (“Tupperware”), pursuant to the Tupperware
requesting a copy from the Corporate Secretary’s Office, hereby grants to the Grantee as of the Date of Grant a Restricted Stock Unit Award
(the “Restricted Stock Units” or “Award”) to receive from Tupperware a certain number of shares of the common stock of Tupperware, $0.01
par value (“Common Stock” or “Shares”) (or cash with the equivalent value) provided certain vesting conditions are met, all as specifically
indicated on the grant offered to you online through the Computershare website. The Award vests in accordance with the terms and
conditions of the Plan and this Agreement, including applicable special terms and conditions for Grantee’s country set forth in any appendix
hereto as provided in Section 16 below (the “Appendix”; this Agreement and the Appendix collectively referred to hereinafter as this
“Agreement”). The Grantee shall execute this Agreement by accepting it online at www-us.computershare.com/employee. If Tupperware
determines that any agreement from the Grantee is appropriate in order to comply with any listing, registration or other legal requirement, the
Grantee shall execute and deliver such agreement to Tupperware. All determinations and interpretations made by Tupperware in connection
with any question arising under this Agreement or the Plan are binding and conclusive upon the Grantee and/or his or her legal representative.
If there is any conflict between the provisions of this Agreement and the Plan, the Plan shall control. Capitalized terms used and not defined in
this Agreement have the meanings given to them in the Plan.
2. Vesting Period. The Award shall vest as specifically indicated on the grant offered to you online through the Computershare website,
unless an earlier vesting event occurs in accordance with the terms of this Agreement.
3. Stockholder Rights. Prior to vesting of the Award, the Grantee shall not have the rights of a stockholder of Tupperware to vote the Shares
related to the Restricted Stock Units, except that the Grantee shall be entitled to receive dividend equivalent rights related to the Restricted
Stock Units equal in amount to the dividends declared on a share of Common Stock. Dividend equivalent amounts shall accrue and be paid or
distributed at such time as the restrictions on Restricted Stock Units lapse in accordance with this Agreement and in proportion to the amount
of Restricted Stock Units as to which restrictions lapse.
4. Delivery of Shares or Cash. Subject to the payment of tax obligations under this Agreement, Tupperware will deliver or cause to be
delivered either (a) Shares evidenced by certificates, or, if Tupperware so determines, in book entry form, upon vesting, and will deliver them to
the Grantee or Grantee’s transferee (if permitted under the terms of the Plan and this Agreement) free of restrictions, or (b) cash based upon
the number of Restricted Stock Units times the closing price on the New York Stock Exchange (“NYSE”) of a share of Common Stock on the
date of vesting, or if such date shall not be a business day for the NYSE, then upon the closing price on the immediately-preceding business
day of the NYSE.
5. Taxes. The Grantee acknowledges by the acceptance of this Award that he or she should review with the Grantee’s own tax advisors the
federal, state, local and/or foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee
shall rely solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands
that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of this investment or
the transactions contemplated by this Agreement. Regardless of any action Tupperware or Grantee’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),
connection with any aspect of the Award grant, including the grant or vesting of the Award, the subsequent sale of Shares acquired pursuant
to the
lapsing of restrictions of such Award and the receipt of any dividend equivalent amounts; and (2) do not commit to structure the terms of the
grant or any aspect of the Award to reduce or eliminate Grantee’s liability for Tax-Related Items. Furthermore, if the Grantee has become
subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable event, Grantee acknowledges that
Tupperware and/or the Employer (or former employer, as applicable) may be required to withhold or account in more than one jurisdiction.
Prior to release of restrictions upon the Award and/or any other relevant taxable or tax withholding event, as applicable, Grantee will pay or
make adequate arrangements satisfactory to Tupperware and/or the Employer to satisfy all Tax-Related Items. In this regard, Grantee
authorizes Tupperware and/or the Employer, or their respective agents, to satisfy the obligations with regard to all Tax-Related Items by one or
a combination of the following: (a) withholding from Grantee’s wages or other cash compensation paid to Grantee by Tupperware and/or the
Employer; or (b) withholding from the proceeds of the sale of Shares acquired upon vesting and settlement of the Award, either through a
voluntary sale or through a mandatory sale arranged by Tupperware (on Grantee’s behalf pursuant to this authorization); or (c) withholding in
Shares to be issued upon vesting and settlement of the Award. To avoid negative accounting treatment, Tupperware may withhold or account
for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number
of Shares subject to the vested Award, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-
Related Items due as a result of any aspect of Grantee’s participation in the Plan. Finally, Grantee shall pay to Tupperware or the Employer any
amount of Tax-Related Items that Tupperware or the Employer may be required to withhold or account for as a result of Grantee’s participation
in the Plan that cannot be satisfied by the means previously described. Tupperware may refuse to issue or deliver the shares or the proceeds
from the sale of Shares if Grantee fails to comply with his or her obligations in connection with the Tax-Related Items.
Tupperware may transfer the personal data to an outside vendor (such as a bank) for further processing. By acceptance of this Award, the
Grantee explicitly consents to this collection, transfer and processing, as necessary for operation of this Plan. During each of these steps,
Tupperware treats personal data with care to ensure its privacy and ensure that any outside vendors do the same. For European Union
residents, the data is treated in accordance with Tupperware’s European Union Data Transfer Policy. Grantee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this
Agreement and any other Award materials by and among, as applicable, the Employer, and Tupperware and its subsidiaries and affiliates for
the exclusive purpose of implementing, administering and managing Grantee’s participation in the Plan. Grantee understands that Tupperware
and the Employer may hold certain personal information about Grantee, including but not limited to, Grantee’s name, home address and
telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or
directorships held in Tupperware, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Grantee
understands that Data will be transferred to any third parties assisting in the implementation, administration and management of the Plan (such
as Computershare in Edison, New Jersey, U.S.A.), that these Grantees may be located in Grantee’s country or elsewhere, and that the country
to which Data is sent (e.g., the United States) may have different data privacy laws and protections than Grantee’s country. Grantee
understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting Grantee’s
local human resources representative. Grantee authorizes those receiving the Data, including any broker or other possible recipients which
may assist Tupperware (presently or in the future) with implementing, administering and managing the Plan, to receive, possess, use, retain
and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Grantee’s participation in
the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Grantee may elect to
deposit any shares of stock acquired upon exercise of the Award. Grantee understands that Data will be held only as long as is necessary to
implement, administer and manage Grantee’s participation in the Plan. Grantee understands that he or she may, at any time, view Data, request
additional information about the
(November 2008) 2
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing Grantee’s local human resources representative. Grantee understands, however, that refusing or withdrawing his
or her consent may affect Grantee’s ability to participate in the Plan. For more information on the consequences of Grantee’s refusal to consent
or withdrawal of consent, Grantee understands that he or she may contact his or her local human resources representative.
7. Recovery of Award. In the event of any restatement of Tupperware’s financial statements (“Restatement”) resulting from the error, omission,
fraud or other misconduct of the Grantee, any previous delivery of Common Stock, including dividend equivalent amounts declared thereon
and paid, or a grant of an Award which was made to the Grantee, shall be subject to recovery and/or cancellation by Tupperware as the
Compensation and Management Development Committee (the “Committee”) of the Board of Directors, in its sole discretion, shall in good faith
determine. Tupperware may recover all or a portion of any award made to the Grantee with respect to a fiscal year of Tupperware when the
financial results of a Restatement negatively affect the financial statements of Tupperware. The Committee may determine: (i) the amount to be
recovered and/or cancelled; (ii) to recover different amounts from different Grantees or different classes of Grantees on such basis as it deems
appropriate; (iii) whether to seek repayment from a Grantee or to reduce an amount otherwise payable to a Grantee under any compensation,
plan, program or arrangement maintained by Tupperware, including the use of set off, subject to applicable law; (iv) the valuation of any
shares of common stock determined to be withheld from a Grantee in connection with such an action; and (v) whether to cancel outstanding
awards in connection with such an action and the valuation thereof for such purpose.
8. Impact of Certain Events. Upon the Grantee’s death or upon a Change of Control as defined in the Plan, the Award shall become
immediately and fully vested. Subject to Section 9(l) of this Agreement, if the Grantee’s employment terminates for any other reason, including
disability, retirement, termination for cause (or similar concept under local law) by Tupperware or voluntary termination by the Grantee, any
unvested Award shall automatically terminate and be forfeited.
9. Nature of Grant. In accepting the Award, Grantee acknowledges that:
(a) the Plan is established voluntarily by Tupperware, it is discretionary in nature and it may be modified, amended, suspended or
terminated by Tupperware at any time;
(b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of
Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past;
(c) all decisions with respect to future Award grants, if any, will be at the sole discretion of Tupperware;
(d) the Grantee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Grantee’s employment relationship;
(e) the Grantee is voluntarily participating in the Plan;
(f) the Award and the underlying Shares are an extraordinary item that does not constitute compensation of any kind for services of any
kind rendered to Tupperware or the Employer, and which is outside the scope of Grantee’s employment contract, if any;
(g) the Award and the underlying Shares are not intended to replace any pension rights or compensation;
(h) the Award and the underlying Shares are not part of normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past
services for Tupperware, the Employer or any subsidiary or affiliate of Tupperware;
(i) the Award grant and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with
Tupperware or any subsidiary or affiliate of Tupperware;
(j) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(November 2008) 3
(k) in consideration of the grant of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the
Award resulting from termination of Grantee’s employment by Tupperware or the Employer (for any reason whatsoever and whether or not in
breach of local labor laws) and Grantee irrevocably releases Tupperware and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, Grantee will be deemed irrevocably
to have waived his or her entitlement to pursue such claim.
(l) subject to Section 8 of this agreement, in the event of termination of Grantee’s employment (whether or not in breach of local labor
laws), Grantee’s right to vest in the Award under the Plan, if any, will terminate effective as of the date that Grantee is no longer actively
employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of
“garden leave” or similar period pursuant to local law); the Board and/or Committee shall have the exclusive discretion to determine when
Grantee is no longer actively employed for purposes of the Award grant; and
(m) the Award and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, takeover
or transfer of liability.
10. No Advice Regarding Grant. Tupperware is not providing any tax, legal or financial advice, nor is Tupperware making any
recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares. Grantee is hereby
advised to consult his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any
action related to the Plan.
11. Governing Law. The Award grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Florida,
as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by
this Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Florida, agree that such
litigation shall be conducted in the courts of Osceola County, Florida, or the federal courts for the United States for the Federal District
including Osceola County, Florida, where this grant is made and/or to be performed.
12. Electronic Delivery. Tupperware may, in its sole discretion, decide to deliver any documents related to current or future participation in the
Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan
through an on-line or electronic system established and maintained by Tupperware or another third party designated by Tupperware.
office. All notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s address as indicated on your online
Computershare account, unless the Grantee notifies Tupperware in writing of a change of address.
15. Language. If Grantee has received this Agreement or any other document related to the Plan translated into a language other than English
and if the meaning of translated version is different from the English version, the English version shall control.
16. Appendix. Notwithstanding any provisions in this Agreement, the Award shall be subject to any special terms and conditions set forth in
any Appendix to this Agreement for Grantee’s country. Moreover, if Grantee relocates to one of the countries included in the Appendix, the
special terms and conditions for such country shall apply to Grantee, to the extent that Tupperware determines that the application of such
terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix
constitutes part of this Agreement.
17. Imposition of Other Requirements. Tupperware reserves the right to impose other requirements on Grantee’s participation in the Plan, on
the Award and on any Shares acquired under the Plan, to the extent
(November 2008) 4
that Tupperware determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to
require Grantee to sign any additional agreement or undertaking that may be necessary to accomplish the foregoing.

Thomas M. Roehlk
[Appendix of special terms and conditions follows]
(November 2008) 5
APPENDIX OF SPECIAL TERMS AND CONDITIONS FOR

2006 INCENTIVE PLAN
(NON-U.S. GRANTEES)
TERMS AND CONDITIONS

This Appendix includes special terms and conditions that govern the Award of Restricted Stock Units under the Plan if Grantee is subject to
the laws of any of the countries listed below. Certain capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Plan and/or the applicable Restricted Stock Unit Agreement (the “Agreement”).
NOTIFICATIONS
This Appendix also contains notifications relating to exchange control and certain other issues of which Grantee should be aware with respect
to Grantee’s participation in the Plan. The information is based on the exchange control, securities or other laws or regulations in effect in the
countries listed in this Appendix as of October 2008. Such laws are often complex and change frequently. Because the information may be
outdated when Grantee vests in the Award and acquires Shares, or when Grantee subsequently sells Shares acquired under the Plan,
Tupperware strongly recommends that Grantee not rely on the notifications provided in this Appendix as the only source of information
relating to the participation in the Plan.
In addition, the notifications are general in nature and may not apply to Grantee’s particular situation, and Tupperware is not in a position to
assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how relevant laws in
Grantee’s country may apply to Grantee’s particular situation. Finally, if Grantee is a citizen or resident of a country other than the one in
which he or she is currently working, the information contained in this Appendix may not be applicable to Grantee.
ARGENTINA
Taxes. The following provision supplements Section 5 of the Agreement:
Grantee understands and agrees that Tupperware and/or the Employer may withhold the entire amount of Tax-Related Items due upon vesting
of any portion of the Award, provided the amount withheld does not exceed any local withholding limitations on the total cash proceeds due
to Grantee at that time. The withholding of the Tax-Related Items will not be allocated over the months remaining in the tax year following
vesting, but will occur in a single withholding event at each of vesting dates of any portion of the Award.
NOTIFICATIONS
Securities Law Notification. Neither the Restricted Stock Units nor the issuance of the Shares are publicly offered or listed on any stock
exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Exchange Control Information. If Grantee transfers proceeds in excess of US$2,000,000 from the sale of Shares into Argentina in a single
month, Grantee will be subject to certain exchange control laws. Please note that exchange control regulations in Argentina are subject to
frequent change. Grantee should consult his or her personal legal advisor regarding any exchange control obligations that he or she may have.
(November 2008) 6
AUSTRALIA
There are no country-specific provisions.
AUSTRIA
NOTIFICATIONS
Exchange Control Information. If Grantee holds Shares obtained through the Plan outside of Austria, Grantee must submit a report to the
Austrian National Bank. An exemption applies if the value of the Shares as of any given quarter does not exceed €30,000,000 or, as of
December 31, does not exceed €5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas, if the latter threshold
is exceeded, annual reports must be given. The annual reporting date is December 31 and the deadline for filing the annual report is March 31
of the following year.
When Shares are sold, there may be exchange control obligations if the cash received is held outside Austria. If the transaction volume of all
Grantee’s accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the
month, on or before the 15th day of the following month.
Consumer Protection Information. If the provisions of the Austrian Consumer Protection Act are applicable to the Agreement and the Plan,
Grantee may be entitled to revoke his or her acceptance of the Agreement under the following conditions: (i) if Grantee accepts the Award
outside the business premises of Tupperware, Grantee may be entitled to revoke his or her acceptance of the Agreement within one week after
such acceptance; and (ii) the revocation of acceptance must be in written form to be valid. It is sufficient if Grantee returns the Agreement to
Tupperware or Tupperware’s representative with language that can be understood as Grantee’s refusal to conclude or honor the Agreement,
provided the revocation is sent within one week of acceptance.
BELGIUM
NOTIFICATIONS
Tax Reporting Notification. Grantee is also required to report any bank accounts opened and maintained outside Belgium on his or her annual
tax return.
BRAZIL
NOTIFICATIONS
Exchange Control Information. If Grantee is a resident or domiciliary of Brazil, he or she will be required to submit an annual declaration of
assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than
US$100,000.
CHINA
Exchange Control Restrictions. Due to exchange control regulations, Awards will be settled in cash and Grantee will not be issued Shares.
Grantee understands and agrees that, pursuant to local exchange control requirements, Grantee will be required to repatriate the cash received
at vesting to China. Grantee understands that, under local law, such repatriation of his or her cash payment may need to be effectuated
through a special exchange control account established by Tupperware or the Employer or a subsidiary or affiliate of Tupperware.
(November 2008) 7
CROATIA
NOTIFICATIONS
Exchange Control Information. Croatian residents must report any foreign investments (including the Award) to the Croatian National Bank
for statistical purposes and obtain prior approval of the Croatian National Bank for bank accounts opened abroad. However, because
exchange control regulations change frequently and without notice, Grantee should consult his or her legal advisor to ensure compliance with
current regulations. Grantee is solely responsible for ensuring compliance with exchange control laws in Croatia.
CZECH REPUBLIC
NOTIFICATIONS
Exchange Control Information. The Czech National Bank may require Grantee to fulfill certain notification duties in relation to the Award and
the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice,
Grantee is advised to consult his or her personal legal advisor prior to the vesting of any of the Restricted Stock Units to ensure compliance
with current regulations. Grantee is solely responsible for ensuring compliance with exchange control laws in the Czech Republic.
DENMARK
NOTIFICATIONS
Exchange Control Information. If Grantee establishes an account holding Shares or an account holding cash outside Denmark, Grantee must
report the existence of the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a
local Danish bank. (Please note that this obligation is separate from and in addition to those obligations described below.)
Securities/Tax Reporting Information. If Grantee holds Shares acquired under the Plan in a brokerage account with a broker or bank outside
Denmark, Grantee is required to report the existence of such account to the Danish Tax Administration. For this purpose, Grantee must file a
Form V (Erklaering V) with the Danish Tax Administration. The Form V must be signed both by Grantee and by the applicable broker or bank
where the account is held. By signing the Form V, the broker or bank undertakes to forward information, on an annual basis, to the Danish Tax
Administration concerning the Shares without further request.
By signing the Form V, Grantee authorizes the Danish Tax Administration to examine the account. A sample of Form V may be found at the
following website: www.skat.dk.
In addition, if Grantee opens a brokerage account (or a deposit account with a U.S. bank) for the purpose of holding cash outside Denmark,
Grantee must inform the Danish Tax Administration of the existence of such account. To do so, Grantee must file a Form K (Erklaering K) with
the Danish Tax Administration. The Form K must be signed both by Grantee and the applicable broker or bank where the account is held. By
signing the Form K, Grantee authorizes the Danish Tax Administration to examine the account. A sample of Form K may be found at the
above-referenced website.
Impact of Certain Events. Notwithstanding the provisions of Section 8 of the Agreement, upon the Grantee’s death, any unvested Award shall
automatically terminate and be forfeited. All other provisions contained in Section 8 remain unchanged.
(November 2008) 8
FRANCE
Language. The following provision supplements Section 15 of the Agreement:
Language Consent. By electronically accepting the Agreement, Grantee confirms that he or she has read and understood the documents
relating to the Award (i.e., the Plan and the Agreement, including this Appendix), which were provided in the English language. Grantee
accepts the terms of these documents accordingly.
Consentement relatif à la langue utilisée. En signant et en renvoyant les Termes de l’Attribution, le Bénéficiaire confirme qu’il ou qu’elle a lu
et compris les documents afférents aux Attributions Gratuites d’Actions (i.e., le Plan et les Termes de l’Attribution, ainsi que la présente
Annexe) qui sont produits en langue anglaise. Le Bénéficiaire accepte les termes de ces documents en connaissance de cause.
NOTIFICATIONS
Exchange Control Information. If Grantee retains Shares acquired under the Plan outside of France or maintains a foreign bank account,
Grantee is required to report the same to the French tax authorities when filing his or her annual tax return.
GERMANY
NOTIFICATIONS
Exchange Control Information. Cross-border payments in excess of €12,500 must be reported monthly to the Servicezentrum
Außenwirtschaftsstatistik, which is the competent federal office of the Deutsche Bundesbank (the German Central Bank) for such notifications
in Germany. If Grantee uses a German commercial bank to effectuate such cross-border payment, such bank will make the report on Grantee’s
behalf.
In addition, Grantee must report any receivables, payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis.
In the unlikely event that Grantee holds shares exceeding 10% of the total capital of the Company, Grantee must report his or her holdings in
Tupperware on an annual basis.
GREECE
HUNGARY
INDIA
NOTIFICATIONS
Exchange Control Information. Grantee understands and agrees to comply with exchange control laws and regulations in India and to
repatriate all proceeds resulting from the sale of Shares and any dividends received in relation to the Shares to India and to convert such funds
into local currency. Grantee must obtain a foreign inward remittance certificate (“FIRC”) from the bank into which Grantee deposits the foreign
currency and maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests
proof of repatriation.
(November 2008) 9
INDONESIA
NOTIFICATIONS
Exchange Control Information. If Grantee remits proceeds from the sale of Shares into Indonesia, the Indonesian Bank through which the
transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of
US$10,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is
effectuated is required to make the report, Grantee must complete a “Transfer Report Form.” The Transfer Report Form will be provided to
Grantee by the bank through which the transaction is effectuated.
ITALY
Data Privacy Consent. The following provision replaces Section 6 of the Agreement:
Grantee hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of Grantee’s
personal data as described herein by and among, as applicable, the Employer, Tupperware and any subsidiary or affiliate of Tupperware for the
exclusive purpose of implementing, administering, and managing Grantee’s participation in the Plan.
Grantee understands that Grantee’s Employer, Tupperware and any subsidiary or affiliate of Tupperware may hold certain personal information
about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of birth, social insurance (to the extent
permitted under Italian law) or other identification number, salary, nationality, job title, residency status, any shares or directorships held in
Tupperware or any other subsidiary or affiliate, details of all awards of Restricted Stock Units, or any other entitlement to Shares granted,
canceled, exercised, vested, unvested or outstanding in Grantee’s favor, for the exclusive purpose of implementing, managing and
administering the Plan (“Data”).
Grantee also understands that providing Tupperware with Data is necessary for the performance of the Plan and that Grantee’s refusal to
provide such Data would make it impossible for Tupperware to perform its contractual obligations and may affect Grantee’s ability to
participate in the Plan. The Controller of personal data processing is Tupperware Brands Corporation, with registered offices at 14901 S.
Orange Blossom Trail, Orlando, Florida, 32837, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its Representative in Italy for privacy
purposes is Tupperware Italia S.p.A., Piazza Velasca, 8/10, 20122 Milano, Italy.
Grantee understands that Data will not be publicized, but it may be transferred to banks, other financial institutions or brokers involved in the
management and administration of the Plan. Grantee understands that Data may also be transferred to the independent registered public
accounting firm engaged by Tupperware. Grantee further understands that Tupperware and/or a subsidiary or affiliate of Tupperware will
transfer Data among themselves as necessary for the purpose of implementing, administering and managing Grantee’s participation in the Plan,
and that Tupperware and/or any subsidiary or affiliate of Tupperware may each further transfer Data to third parties assisting Tupperware in
the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with
whom Grantee may elect to deposit any Shares acquired at vesting and settlement of the Restricted Stock Units. Such recipients may receive,
possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing Grantee’s
participation in the Plan. Grantee understands that these recipients may be located in or outside the European Economic Area, such as in the
United States or elsewhere. Should Tupperware exercise its discretion in suspending all necessary legal obligations connected with the
management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with
the management and administration of the Plan.
Grantee understands that Data processing related to the purposes specified above shall take place under automated or non-automated
conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security
provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
(November 2008) 10
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not require Grantee’s consent thereto, as the processing is necessary to
performance of contractual obligations related to implementation, administration, and management of the Plan. Grantee understands that,
pursuant to Section 7 of the Legislative Decree no. 196/2003, Grantee has the right to, including but not limited to, access, delete, update,
correct, or terminate, for legitimate reason, the Data processing.
Furthermore, Grantee is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting Grantee’s local human resources representative.
Acknowledgment of Nature of Plan and the Award. By accepting the Award, Grantee acknowledges that (1) Grantee has received a copy of the
Plan, the Agreement and this Appendix; (2) Grantee has reviewed those documents in their entirety and fully understands the contents
thereof; and (3) Grantee accepts all provisions of the Plan, the Agreement and this Appendix. Grantee further acknowledges that he or she has
read and specifically and explicitly approves, without limitation, the following provisions of the Agreement: (a) Section 5, “Taxes”; (b) the
above provisions of this Appendix replacing Section 6, “Data Transfer and Privacy”; (c) Section 8, “Impact of Certain Events”; (d) Section 9,
“Nature of Grant”; (e) Section 12, “Electronic Delivery”; and (f) Section 13, “Severability”.
JAPAN
MALAYSIA
NOTIFICATIONS
Malaysian Insider Trading Notification. Grantee should be aware of the Malaysian insider-trading rules, which may impact Grantee’s
acquisition or disposal of Shares or rights to Shares under the Plan. Under the Malaysian insider-trading rules, Grantee is prohibited from
acquiring or selling Shares or rights to shares (e.g., an Award under the Plan) when Grantee possesses information which is not generally
available and which Grantee knows or should know will have a material effect on the price of Common Stock once such information is generally
available.
Director Notification Obligation. If Grantee is a director of Tupperware’s Malaysian subsidiary or affiliate, Grantee is subject to certain
notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary
or affiliate in writing when Grantee receives or disposes of an interest (e.g., an Award under the Plan or Common Stock) in Tupperware or any
related company. Such notifications must be made within 14 days of receiving or disposing of any interest in Tupperware or any related
company.
MEXICO
Nature of Grant. The following provisions supplement Section 9 of the Agreement:
Acknowledgement of the Grant. In accepting the Award, Grantee acknowledges that Grantee has received a copy of the Plan and the
Agreement, including this Appendix, has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully
understands and accepts all provisions of the Plan and the
(November 2008) 11
Agreement, including this Appendix. Grantee further acknowledges that Grantee has read and specifically and expressly approves the terms
and conditions of Section 9 of the Agreement, in which the following is clearly described and established:
(1) The Participant’s participation in the Plan does not constitute an acquired right.
(2) The Plan and the Participant’s participation in the Plan are offered by Tupperware on a wholly discretionary basis.
(3) The Participant’s participation in the Plan is voluntary.
(4) Neither Tupperware nor any subsidiary or affiliate of Tupperware is responsible for any decrease in the value of the Restricted
Stock Units granted and/or Shares issued under the Plan.
Labor Law Acknowledgment and Policy Statement. In accepting the Award, Grantee expressly recognizes that Tupperware, with registered
offices at 14901 S. Orange Blossom Trail, Orlando, Florida, 32837, U.S.A., is solely responsible for the administration of the Plan and that
Grantee’s participation in the Plan and purchase of Shares does not constitute an employment relationship between Grantee and Tupperware
since Grantee is participating in the Plan on a wholly commercial basis and Grantee’s sole employer is either Dart, S.A. de C.V. (“Tupperware-
Mexico”) or House of Fuller Holdings S. de R.L. de C.V. (“Fuller-Mexico”). Based on the foregoing, Grantee expressly recognizes that the Plan
and the benefits that Grantee may derive from participation in the Plan do not establish any rights between Grantee and the Employer,
Tupperware-Mexico or Fuller Mexico, and do not form part of the conditions of Grantee’s employment and/or benefits provided by
Tupperware-Mexico or Fuller-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the
terms and conditions of Grantee’s employment.
Grantee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of Tupperware;
therefore, Tupperware reserves the absolute right to amend and/or discontinue Grantee’s participation in the Plan at any time, without any
liability to Grantee.
Finally, Grantee hereby declares that Grantee does not reserve to himself or herself any action or right to bring any claim against Tupperware
for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and Grantee therefore grants a
full and broad release to Tupperware, its shareholders, officers, agents, legal representatives, and affiliates with respect to any claim that may
arise.
(November 2008) 12
Spanish Translation
TÉRMINOS Y CONDICIONES
Reconocimiento del Otorgamiento. Derivado de la aceptación del Otorgamiento de las Unidades de Acciones Restringidas, el Beneficiario está
de acuerdo en haber recibido una copia del Plan y el Convenio, incluyendo el presente Anexo y ha revisado el Plan y el Convenio, incluyendo
este Anexo en su totalidad y comprende y acepta todas las disposiciones previstas por el Plan y el Convenio, incluyendo el presente Anexo.
Asimismo, el Beneficiario reconoce que ha leído y manifiesta su específica y expresa conformidad con los términos y condiciones establecidos
en el Sección 9 del Convenio, en el cual claramente se describe y establece lo siguiente:
(1) La participación del Beneficiario en el Plan no constituye un derecho adquirido.
(2) El Plan y la participación del Beneficiario en el Plan se ofrecen por la Empresa de forma completamente discrecional.
(3) La participación del Beneficiario en el Plan es voluntaria.
(4) Ni la Empresa ni sus affiliados son responsables por una reducción del valor de las Unidades de Acciones Restringidas y/o
acciones emitidas bajo el Plan.
Reconocimiento de la Legislación Laboral y Declaración de la Política. Al aceptar el otorgamiento de las Unidades de Acciones Restringidas,
el Beneficiario expresamente reconoce que Tupperware Brands Corporation, con domicilio ubicado en 14901 S. Orange Blossom Trail, Orlando,
Florida, 32837, U.S.A., es el único responsable de la administración del Plan y que la participación del Beneficiario en el Plan y compra de
acciones no constituye una relación de trabajo entre el Beneficiario y la Empresa, toda vez que la participación del Beneficiario en el Plan es de
carácter comercial y el único patrón del Beneficiario es Dart, S.A. de C.V. (“Tupperware-México”) or House of Fuller S. de R.L. de C.V. (“Fuller-
Mexico”) Derivado de lo anterior, el Beneficiario expresamente reconoce que el Plan y los beneficios que el Beneficiario obtenga por la
participación en el Plan no establecen derecho alguno entre el Beneficiario y el Patrón, Tupperware-México or Fuller-Mexico, y no forman parte
de las condiciones de los servicios del Beneficiario y/o las prestaciones otorgadas por Tupperware-México or Fuller-Mexico y cualquier
modificación del Plan o su terminación no constituyen un cambio o impedimento de los términos y condiciones del servicio del Beneficiario.
Asimismo, el Beneficiario reconoce que su participación en el Plan es el resultado de una decisión unilateral y discrecional por parte de la
Empresa, por lo que, la Empresa se reserva el derecho absoluto de modificar y/o dar por terminada la participación del Beneficiario en el Plan en
cualquier tiempo, sin responsabilidad alguna hacia el Beneficiario.
Finalmente, el Beneficiario manifiesta que no se reserva acción o derecho alguno que ejercitar en contra de la Empresa por cualquier daño o
perjuicio en relación a las disposiciones del Plan o los beneficios establecidos en el mismo, por lo que, el Beneficiario otorga el finiquito más
amplio que en derecho proceda a la Empresa, sus accionistas, funcionarios, agentes o representantes legales y affiliados en relación a
cualquier demanda que pudiera surgir.
NETHERLANDS
NOTIFICATIONS
Securities Law Notification. Grantee should be aware of Dutch insider-trading rules, which may impact the sale of Shares acquired under the
Plan. In particular, Grantee may be prohibited from effectuating certain transactions if Grantee has inside information regarding Tupperware.
(November 2008) 13
By accepting the Award and participating in the Plan, Grantee acknowledges having read and understood this Securities Law Notification and
further acknowledges that it is Grantee’s responsibility to comply with the following Dutch insider-trading rules:
Under Article 46 of the Act on the Supervision of the Securities Trade 1985, anyone in possession of “inside information” related to
Tupperware is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is defined as knowledge
of a detail concerning the issuer to which the securities relate that is not public and that, if published, would reasonably be expected to affect
the stock price, regardless of the development of the price.
Given the broad scope of the definition of inside information, certain employees of Tupperware working at a subsidiary of affiliate of
Tupperware in the Netherlands (including persons eligible to participate in the Plan) may possess inside information and, thus, would be
prohibited from effectuating transactions in securities in the Netherlands at a time when in possession of such inside information.
PHILIPPINES
Restricted Stock Units Settled in Cash. Due to exchange control regulations, Awards will be settled in cash and Grantee will not be issued
Shares.
POLAND
NOTIFICATIONS
Exchange Control Information. If Grantee holds foreign securities (including Shares) and maintains accounts abroad, Grantee may be required
to file certain reports with the National Bank of Poland. Specifically, if the value of securities and cash held in such foreign accounts exceeds
€10,000, Grantee must file reports on the transactions and balances of the accounts on a quarterly basis by the 20th day of the month following
the end of each quarter and an annual report by no later than January of the following calendar year. Such reports are filed on special forms
available on the website of National Bank of Poland: www.nbp.pl.
PORTUGAL
Notifications
Exchange Control Information. If Grantee receives Shares upon vesting of the Award, the acquisition of such shares should be reported to
the Banco de Portugal for statistical purposes. If the Shares are deposited with a commercial bank or financial intermediary in Portugal, such
bank or financial intermediary will submit the report on Grantee’s behalf. If the Shares are not deposited with a commercial bank or financial
intermediary in Portugal, Grantee is responsible for submitting the report to the Banco de Portugal.
RUSSIA
U.S. Transaction. Grantee understands that the Restricted Stock Units shall be valid and the Agreement, including this Appendix, shall be
concluded and become effective only when Grantee’s acceptance of the same is received by Tupperware in the United States. Upon vesting of
the Award, any Shares issued to Grantee shall be delivered through a bank or brokerage account established in the United States.
(November 2008) 14
NOTIFICATIONS
Exchange Control Information. Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired
under the Plan, Grantee must repatriate the sale proceeds to Russia. Such sale proceeds must be initially credited to Grantee through a foreign
currency account at an authorized bank in Russia. Thereafter, said proceeds may be further remitted to foreign banks in accordance with
Russian exchange control laws.
Grantee is advised to consult his or her personal legal advisor before remitting sale proceeds into Russian as exchange control requirements
may change.
SOUTH AFRICA
Taxes. The following provision supplements Section 5 of the Agreement:
By accepting the Award, Grantee agrees that, immediately upon vesting and settlement of the Restricted Stock Units, Grantee will notify the
Employer of the amount of any gain realized. If Grantee fails to advise the Employer of the gain realized, Grantee may be liable for a fine.
Grantee will be solely responsible for paying any difference between the actual liability for Tax-Related Items and the amount withheld.
NOTIFICATIONS
Exchange Control Information. Because no transfer of funds from South Africa is required pursuant to the Awards, no filing or reporting
requirements should apply when the Award is granted or if and when Shares are issued upon vesting and settlement of the Award. However,
because exchange control regulations are subject to frequent change, sometimes without notice, Grantee is advised to consult his or her
personal legal advisor prior to vesting and settlement of the Award to ensure compliance with current regulations. Grantee is solely
responsible for ensuring compliance with all exchange control laws in South Africa.
SOUTH KOREA
NOTIFICATIONS
Exchange Control Information. If Grantee realizes US$500,000 or more from the sale of Shares, Korean exchange control laws require Grantee
to repatriate the proceeds to South Korea within 18 months of the sale.
SPAIN
Nature of Grant. The following provision supplements Section 9 of the Agreement:
By accepting the Award, Grantee consents to participation in the Plan and acknowledges having received a copy of the Plan.
Grantee understands that Tupperware has unilaterally, gratuitously and in its sole discretion decided to grant an Award under the Plan to
individuals throughout the world who may be employees of Tupperware or a subsidiary or affiliate of Tupperware. The decision is a limited
decision entered into upon the express assumption and condition that any Award will not economically or otherwise bind Tupperware or any
subsidiary or affiliate of Tupperware on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, Grantee
understands that the Award is given on the assumption and condition that the Restricted Stock Units shall not become a part of any
employment contract (either with Tupperware or with any subsidiary or affiliate of Tupperware) and shall not be considered a mandatory
benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Furthermore, Grantee understands and
freely accepts that there is no guarantee that any benefit whatsoever shall arise from any
(November 2008) 15
gratuitous and discretionary Award since the future value of the Restricted Stock Units and the underlying Shares is unknown and
unpredictable. In addition, Grantee understands that this Award would not be made but for the assumptions and conditions referred to above;
thus, Grantee understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or should any of the
conditions not be met for any reason, any Award or right to Restricted Stock Units shall be null and avoid.
NOTIFICATIONS
Exchange Control Information. When receiving foreign currency payments derived from the ownership of the Shares (i.e., dividends or sale
proceeds), Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. Grantee will
need to provide the institution the following information: (i) Grantee’s name, address and fiscal identification number; (ii) the name and
corporate domicile of Tupperware; (iii) the amount of the payment and the currency used; (iv) the county of origin; (v) the reasons for the
payment; and (vi) further information that may be required.
If Grantee acquires Shares under the Plan and wishes to import the ownership title of the Shares (i.e., stock certificates) into Spain, Grantee
must declare the importation of such securities to the Direccion General de Política Comercial y de Inversiones Extranjeras (“DGPCIE”).
SWITZERLAND
NOTIFICATIONS
Securities Law Notification. The Award is considered a private offering in Switzerland; therefore, it is not subject to registration in
Switzerland.
THAILAND
NOTIFICATIONS
Exchange Control Information. When Grantee sells the Shares issued upon vesting and settlement of the Award, Grantee must repatriate all
cash proceeds to Thailand and then convert such proceeds to Thai Baht within 360 days of repatriation. If the amount of proceeds is
US$20,000 or more, Grantee must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If
Grantee fails to comply with the above obligations, he or she may be subject to penalties assessed by the Bank of Thailand. Grantee should
consult his or her personal legal advisor before taking any action with respect to inward remittance of proceeds from the sale of the Shares.
Grantee is solely responsible for ensuring compliance with all exchange control laws in Thailand.
TURKEY
UNITED KINGDOM
Taxes. The following provisions supplement Section 5 of the Agreement:
Tax Acknowledgment. Grantee agrees that if Grantee does not pay or the Employer or Tupperware does not withhold from Grantee the full
amount of Tax-Related Items that Grantee owes in connection the vesting of Restricted Stock Units, or the release or assignment of the
Restricted Stock Units for consideration, or the receipt of any other benefit in connection with the Restricted Stock Units (the “Taxable
Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and
Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by
(November 2008) 16
Grantee to the Employer, effective 90 days after the Taxable Event. Grantee agrees that the loan will bear interest at the official rate of HM
Revenue and Customs (“HMRC”) and will be immediately due and repayable by Grantee, and Tupperware and/or the Employer may recover it
at any time thereafter by withholding the funds from salary, bonus or any other funds due to Grantee by the Employer, by withholding in
Shares issued at vesting the Restricted Stock Units or from the cash proceeds from the sale of such Shares or by demanding cash or a cheque
from Grantee.
Notwithstanding the foregoing, if Grantee is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities
Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that Grantee is an officer and
Tax-Related Items are not collected from or paid by Grantee within 90 days of the Taxable Event, the amount of any uncollected Tax-Related
Items may constitute a benefit to Grantee on which additional income tax and National Insurance contributions may be payable. Grantee
acknowledges that Tupperware or the Employer may recover any such additional income tax and National Insurance contributions at any time
thereafter by any of the means referred to above in Section 6 of the Agreement. Grantee also authorizes Tupperware to withhold the transfer of
any Shares unless and until the loan is repaid in full.
National Insurance Contributions Acknowledgment. Grantee agrees to accept any liability for secondary Class 1 National Insurance
contributions (“Employer NICs”) which may be payable by Tupperware or the Employer with respect to the acquisition of Shares pursuant to
the vesting the Restricted Stock Units or other Taxable Event in connection with the Restricted Stock Units, and it is a condition of vesting
and delivery of Shares that this agreement to bear the Employer NICs is in force on the date of vesting. Without limitation to the above,
Grantee agrees to execute a joint election with Tupperware and/or the Employer (the “Election”), the form of such Election being formally
approved by HMRC, and any other consents or elections required to accomplish the transfer of the Employer NICs to Grantee. Grantee further
agrees to execute such other joint elections as may be required between Grantee and any successor to Tupperware and/or the Employer.
Grantee agrees to enter into an Election prior to the vesting of any Restricted Stock Units.
URUGUAY
There are no country-specific terms and conditions.
VENEZUELA
NOTIFICATIONS
Exchange Control Information. Grantee is advised to consult his or her personal legal advisor prior to vesting and settlement of the Award to
ensure compliance with applicable exchange control regulations in Venezuela, as such regulations are subject to frequent change. Grantee is
solely responsible for ensuring compliance with all exchange control laws in Venezuela.
(November 2008) 17

2006 INCENTIVE PLAN
STOCK APPRECIATION RIGHTS AGREEMENT
1. Stock Appreciation Right Grant. Tupperware Brands Corporation, a Delaware corporation (“Tupperware”), pursuant to the Tupperware
requesting a copy from the Corporate Secretary’s Office, hereby grants to the Grantee as of the Date of Grant a Stock Appreciation Right (the
“SAR”) to receive from Tupperware an amount of cash equal to the increase in value of a number of shares of the common stock of
Tupperware, $0.01 par value (“Common Stock”) over the value of such shares as of the Date of Grant, all as specifically indicated on the grant
offered to you online through the Computershare website. The SAR is exercisable in accordance with the terms and conditions of this
Agreement and the Plan. The Grantee shall execute this Agreement by accepting it online at www-us.computershare.com/employee. If
Tupperware determines that any agreement from the Grantee is appropriate in order to comply with any listing, registration or other legal
requirement, the Grantee shall execute and deliver such agreement to Tupperware. All determinations and interpretations made by Tupperware
in connection with any question arising under this Agreement or the Plan are binding and conclusive upon the Grantee or his or her legal
representative. If there is any conflict between the provisions of this Agreement and the Plan, the Plan shall control. Capitalized terms used
and not defined in this Agreement have the meanings given to them in the Plan.
2. Term and Exercise Period. The SAR becomes exercisable as set forth in your online grant. Any portion of the SAR which becomes
exercisable continues to be exercisable, until exercised, during the SAR Term, except as stated below. No delays in the exercise of an SAR are
permissible. The SAR Term means the period which begins on the date the Exercise Rights Begin and ends on the date the SAR Term Expires,
except as may otherwise be set forth in this Agreement and your online grant.
3. Exercise Procedure. To exercise the SAR, the Grantee shall deliver a notice to Tupperware, or its agent at Computershare, specifying the
number of SARs to be exercised. The date of exercise shall be the date on which such notice is received by Tupperware or its agent. The
Grantee may exercise the SAR on the web by logging onto www-us.computershare.com/employee or by calling 1-800-599-8413 in the United
States, Puerto Rico or Canada or +1-732-491-4325 when outside of the United States.
4. Delivery of Settlement Amount or Common Stock. Upon any exercise of the SAR, and subject to the payment of the required tax
withholding amount under Section 5 of this Agreement, Tupperware shall promptly deliver to the Grantee either (a) an amount of cash equal to
the amount (the “Excess Value”) by which the Fair Market Value of the shares of Common Stock subject to the SAR on the date of exercise
exceeds the value of the shares of Common Stock subject to the SAR on the date of grant, or (b) if the Committee so determines, a number of
whole shares of Common Stock in book entry form equal to but not exceeding the Excess Value as of the date of exercise, and cash in such
amount as necessary to equal the remaining amount of the Excess Value. The shares shall be registered in the name of the Grantee
5. Taxes. The Grantee shall review with the Grantee’s own tax advisors the federal, state, local and/or foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Grantee shall rely solely on such advisors and not on any statements
or representations of Tupperware or any of its agents. Regardless of any action Tupperware or Grantee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”),
connection with any aspect of the SAR grant, including the grant, vesting or exercise of the SAR, the subsequent sale of shares of Common
Stock acquired pursuant to such exercise; and (2) do not commit to structure the terms of the grant or any aspect of the SAR to reduce or
eliminate Grantee’s liability for Tax-Related Items. Prior to exercise of the SAR, Grantee will pay or make adequate arrangements satisfactory to
Tupperware and/or the Employer to satisfy all withholding and payment on account obligations of Tupperware and/or the Employer. In this
regard, Grantee authorizes Tupperware and/or the Employer to withhold all applicable Tax-Related Items legally payable by Grantee from his or
her wages or other cash compensation paid to Grantee by Tupperware and/or the Employer or from proceeds of the exercise of the SAR.
Alternatively, or in addition, if permissible under local law, Tupperware may (1) sell or arrange for the sale of shares of Common Stock that
Grantee acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in shares of Common Stock, provided that
Tupperware only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount. Finally, Grantee
will pay to Tupperware or the Employer any amount of Tax-Related Items that Tupperware or the Employer may be required to withhold as a
result of Grantee’s participation in the Plan or Grantee’s purchase of shares of Common Stock that cannot be satisfied by the means previously
described. Tupperware may refuse to honor the exercise and refuse to deliver the shares of cash or Common Stock if Grantee fails to comply
with his or her obligations in connection with the Tax-Related Items as described in this section.
6. Impact of Certain Events. Upon the Grantee’s death, Disability, retirement or termination, or upon a Change of Control, the Grantee shall
have such modified rights of vesting and exercisability as set forth below:
(a) Death: If the Grantee’s employment terminates by reason of death, the SAR shall become immediately and fully exercisable and may
thereafter be exercised by the estate of the Grantee for a period of three years from the date of such death; provided,
however, that if the Grantee is at least sixty years of age at the time of death and has fifteen years service with the Company, the SAR may
thereafter be exercised by the estate of the Grantee for a period of six years from the date of such death. In no event, however, may the SAR be
exercisable beyond the end of the SAR Term. Notwithstanding any provision herein to the contrary, if the Grantee dies after termination of the
Grantee’s employment, the SAR may thereafter be exercised, to the extent the SAR was exercisable as of the date of such death, for a period
that expires on the earliest of (i) the first anniversary of the date of such death, (ii) the last date on which the Grantee would have been entitled
to exercise the SAR had the Grantee not died or (iii) the end of the SAR Term; provided, however, that if the Grantee had retired from the
Company prior to the date of death, the estate of the Grantee shall continue to have the benefit of the vesting and exercisability benefits
specified by the provisions governing retirement as set forth below.
(b) Disability: If the Grantee’s employment terminates by reason of Disability, the SAR, if not fully vested and exercisable as of the date of
such termination, shall continue to vest according to the SAR’s stated vesting schedule and may thereafter be exercised by the Grantee, to the
extent it was exercisable at the time of termination or thereafter becomes exercisable, or on such accelerated basis as the Committee may
determine, for a period of three years from the date of such termination of employment or until the end of the SAR Term, whichever period is
the shorter; provided, however, that if the Grantee dies within such period, the SAR shall continue to be exercisable to the extent to which it
was exercisable at the time of death for the remainder of such period, or for a period of 12 months from the date of such death, or until the
expiration of the SAR Term, whichever period is the shortest.
(c) Retirement: If the Grantee’s employment terminates by reason of retirement, the following vesting and exercisability terms will apply. The
Grantee shall be deemed to have terminated employment by reason of retirement if the Grantee has attained age and years of service
requirements set forth below, has given due notice (as determined by the Committee), and has entered into an agreement, the form and content
of which shall be specified by the Committee, not to compete with the Company and its Affiliates for a period of one year following such
retirement. In no event, however, may the SAR be exercisable after the end of the SAR Term.

55 or more 10 1 2
60 or more 15 6 6
Notwithstanding the foregoing, if the Grantee dies within such period of continued exercisability, the SAR shall continue to be exercisable to
the extent to which it was exercisable at the time of death for the remainder of such period, or for a period of 12 months from the date of such
death, or until the end of the SAR Term, whichever period is the shortest.
(d) Termination for Cause: Unless otherwise determined by the Committee, if the Grantee incurs a termination of employment for Cause, the
SAR shall thereupon terminate.
(e) Other Termination: If the Grantee incurs a voluntary termination of employment, the SAR, to the extent then exercisable, or on such
accelerated basis as the Committee may determine, may be exercised for the lesser of thirty days from the date of such termination of
employment or until the end of the SAR Term. If the Grantee incurs a termination of employment by the Company, other than by reason of
retirement, Disability or Cause, the SAR, to the extent it is then exercisable, or becomes exercisable during the one-year period following
termination of employment by the Company, or on such accelerated basis as the Committee may determine, may be exercised at any time from
the date of vesting until the first anniversary of the date of such termination of employment or, if sooner, the end of the SAR Term; provided,
however, that if the Grantee dies within such period of post-termination exercisability, the SAR shall continue to be exercisable to the extent to
which it was exercisable at the time of death for the remainder of such period, or for a period of 12 months from the date of such death, or until
the expiration of the SAR Term, whichever period is the shortest. Notwithstanding the foregoing, if a Grantee incurs a termination of
employment after a Change of Control, the SAR shall remain exercisable, to the extent it was exercisable immediately before such termination,
through the end of the SAR Term.
During each of these steps, Tupperware treats personal data with care to ensure its privacy and ensure that any outside vendors do the same.
For European Union residents, the data is treated in accordance with Tupperware’s European Union Data Transfer Policy. Grantee hereby
explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described
in this document by and among, as applicable, the Employer, and Tupperware and its subsidiaries and affiliates for the exclusive purpose of
implementing, administering and managing Grantee’s participation in the Plan. Grantee understands that Tupperware and the Employer may
hold certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in
Tupperware, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Grantee understands that Data may be
transferred to any third parties assisting in the implementation, administration and management of the Plan (such as Computershare in Edison,
New Jersey), that these recipients may be located in Grantee’s country or elsewhere, and that the recipients’ country (e.g., the United States)
may have different data privacy laws and protections than Grantee’s country. Grantee understands that he or she may request a list with the
names and addresses of any potential recipients of the Data by contacting Grantee’s local human resources representative. Grantee
authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or
other third party with whom Grantee may elect to deposit any shares of stock acquired upon exercise of the SAR. Grantee understands that
Data will be held only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan. Grantee understands
that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Grantee’s local human
resources representative. Grantee understands, however, that refusing or withdrawing his or her consent may affect Grantee’s ability to
participate in the Plan. For more information on the consequences of Grantee’s refusal to consent or withdrawal of consent, Grantee
understands that he or she may contact his or her local human resources representative.
8. Recovery of Award. In the event of any restatement of Tupperware’s financials statements (“Restatement”) resulting from the error,
omission, fraud or other misconduct of an Grantee, any previous delivery of common stock of Tupperware, or a grant of a SAR which was
made to the Grantee, shall be subject to recovery and/or cancellation by Tupperware as the Compensation and Management Development
Committee (the “Committee”) of the Board of Directors, in its sole discretion, shall in good faith determine. Tupperware may recover all or a
portion of any award made to the Grantee with respect to a fiscal year of Tupperware when the financial results of a Restatement negatively
affect the financial statements of Tupperware. The Committee may determine: (i) the amount to be recovered and/or cancelled; (ii) to recover
different amounts from different Grantees or different classes of Grantees on such basis as it deems appropriate; (iii) whether to seek
repayment from a Grantee or to reduce an amount otherwise payable to a Grantee under any compensation, plan, program or arrangement
maintained by Tupperware, including the use of set off, subject to applicable law; (iv) the valuation of any shares of common stock determined
to be withheld from a Grantee in connection with such an action; and (v) whether to cancel outstanding SARs in connection with such an
action and the valuation thereof for such purpose.
9. Nature of Grant. In accepting the grant, Grantee acknowledges that:
(2) the grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs,
or benefits in lieu of SARs, even if SARs have been granted repeatedly in the past;
(3) all decisions with respect to future SAR grants, if any, will be at the sole discretion of Tupperware;
(4) the Grantee’s participation in the Plan will not create a right to further employment with the Employer and shall not interfere with the
ability of the Employer to terminate Grantee’s employment relationship at any time with or without cause;
(5) the Grantee is voluntarily participating in the Plan;
(6) the SAR is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Tupperware
or the Employer, and which is outside the scope of Grantee’s employment contract, if any;
(7) the SAR is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any
Employer;
(8) in the event that Grantee is not an employee of Tupperware, the SAR grant will not be interpreted to form an employment contract or
relationship with Tupperware; and furthermore, the SAR grant will not be interpreted to form an employment contract with the Employer or any
subsidiary or affiliate of Tupperware;
(9) the future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty;
(10) if the underlying shares of Common Stock do not increase in value, the SAR will have no value;
(11) if Grantee exercises his or her SAR and obtain shares of Common Stock, the value of those shares of Common Stock acquired upon
exercise may increase or decrease in value, even below the exercise price; and
(12) in consideration of the grant of the SAR, no claim or entitlement to compensation or damages shall arise from termination of the SAR
or diminution in value of the SAR or shares of Common Stock purchased through exercise of the SAR resulting from termination of Grantee’s
employment by Tupperware or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and Grantee
irrevocably releases Tupperware and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is
found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, Grantee will be deemed irrevocably to have waived
his or her entitlement to pursue such claim.
10. Governing Law. The SAR grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Florida, as
provided in the Plan.
11. Electronic Delivery. Tupperware may, in its sole discretion, decide to deliver any documents related to the SAR granted under and
participation in the Plan or future options that may be granted under the Plan by electronic means or to request Grantee’s consent to
participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, to
office. All notices hereunder to the Grantee shall be delivered in writing either electronically or mailed to the Grantee’s address as indicated on
your online Computershare account, unless the Grantee notifies Tupperware in writing of a change of address at hrorl@tupperware.com.

Thomas M. Roehlk
Chief Legal Officer and Secretary

DIRECTOR STOCK PLAN
Section 1. Grant of Restricted Share Units

1.1. Grant of Restricted Share Units. In consideration of the Grantee’s agreement to provide directorship to Tupperware Brands
Corporation (the “Company”), and for other good and valuable consideration, as of the date of grant the Committee irrevocably granted to the
Grantee a number of Restricted Stock Units in the common stock of the Company as specifically indicated on the grant offered to the Grantee
online through the Computershare website at www-us.computershare.com/employee, subject to the conditions described in Section 2 as well
as the other provisions of this Restricted Stock Unit Agreement and the terms of the Plan.
1.2. Adjustments in Restricted Share Units. The Committee shall make adjustments with respect to this Restricted Share Units grant in
accordance with the provisions of Section 16 of the Plan.
Section 2. Vesting and Forfeiture

2.1 Vesting of Restricted Stock Units. Restricted Stock Units awarded under this Restricted Stock Unit Agreement shall vest on the date
set forth in the grant, except that such Restricted Stock Units shall vest earlier than such date upon (a) the death of the Grantee, (b) a Change
in Control as such term is defined in Section 13 of the Plan, or (c) upon a determination by the Committee which does not trigger the penalties
and consequences of Section 409A of the Internal Revenue Code.
2.2 Forfeiture of Restricted Stock Units. In the event that a Grantee’s service as a Director of the Company terminates for any reason,
any Restricted Stock Units that have not vested shall be forfeited immediately and the Grantee shall have no further rights in such Restricted
Stock Units.
Section 3. Payment under Restricted Stock Units and Elections To Defer

3.1. Timing of Payment under Restricted Stock Units. Subject to the Grantee’s election under Section 3.3, Restricted Stock Units shall
be paid in accordance with the following:
(a) To the extent Restricted Stock Units vest under Section 2.1, such Restricted Stock Units shall be paid upon vesting within 10
business days, unless payment has been deferred pursuant to an election under Section 3.3 below.
3.2. Form of Payment. Vested Restricted Stock Units shall be paid in the form of shares of Common Stock, via direct book entry
registration with the Company’s stock transfer agent.
3.3. Election to Defer Payment.

(a) Subject to Section 3.3(b), the Grantee may irrevocably elect to defer payment of Common Stock under Section 3.1 to either: (i) the
date of the Grantee’s termination of directorship; or (ii) a date specified by the Grantee, by completing an election form provided by
the Company. Grantee shall also specify whether payment will be in a lump-sum or installments.
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(b) The Grantee’s election under paragraph (a) above shall be made in such manner and at such time as required by the Company and
shall apply to all Restricted Stock Units granted hereunder and shall comply with all requirements under Section 409A of the
Internal Revenue Code. A Grantee may elect to defer payment provided that the Grantee shall have delivered to the Company prior
to December 31 of the calendar year preceding the calendar year in which such Restricted Stock Units are granted a notice in writing
advising of the Grantee’s election to defer such payment of such Restricted Stock Units. Notwithstanding the preceding sentence,
a Grantee may elect to defer payment, on or before the 30th day after the effective date of this Restricted Stock Unit Agreement,
only with respect to those Restricted Stock Units which are scheduled to vest not less than 12 months from the date of making such
election. The Grantee acknowledges that neither the Company nor the Committee makes any assurances as to the tax consequences
of such election, nor that such election will not result in adverse tax consequences under Section 409A of the Internal Revenue
Code, and the Grantee is encouraged to obtain independent tax advice.
(c) If the Grantee elects to defer payment to a specific date and in a specified form under paragraph (a) above and the Grantee should
die prior to such specified date, then payment of the Grantee’s vested Restricted Stock Units shall be paid in a lump-sum upon
death to the Grantee’s designated beneficiary and if the Grantee has not designated a beneficiary then to the Grantee’s estate.
(d) In the event that a Change in Control as defined in Section 13 of the Plan has occurred but does not constitute a change in control
as defined in Section 409A of the Internal Revenue Code, then payment of the Restricted Stock Units in the instance of a change in
control shall not occur in accordance with the deferral election of the Grantee so as to trigger the adverse tax consequences of
Section 409A of the Internal Revenue Code. In such event, the Restricted Stock Units shall be converted into a dollar amount equal
to the total number of Restricted Stock Units specified in this Restricted Stock Unit Agreement times the price per share of a share
of Common Stock in the change in control , and such dollar amount shall continue to be deferred pursuant to the Grantee’s deferral
election and earn interest at the prevailing LIBOR interest rate on the date of the change in control at JP Morgan Chase Bank or any
successor thereto, plus 200 basis points, compounded annually.
3.4 Dividend Equivalent Payments. The Grantee shall be entitled to receive current or deferred payments of cash, Common Stock or other
property corresponding to dividends paid on the Common Stock, paid concurrently at such time as dividends are paid on the Common Stock.
Section 4. Other Provisions

4.1. Administration. The Committee shall have the power to interpret the Plan and this Restricted Stock Unit Agreement and to adopt
such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend, or revoke any
such rules.
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All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Grantee,
the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination,
or interpretation made in good faith with respect to the Plan or the Restricted Stock Units. In its sole discretion, the Board may at any time and
from time to time exercise any and all rights and duties of the Committee under the Plan and this Restricted Stock Unit Agreement.
4.2. Restricted Stock Units Not Transferable. Neither the Restricted Stock Units nor any interest or right therein or part thereof shall be
sold, pledged, assigned, or transferred in any manner other than by will or the laws of descent and distribution, unless and until the shares
underlying such Restricted Stock Units have been issued, and all restrictions applicable to such shares have lapsed. Neither the Restricted
Stock Units nor any interest or right therein or part thereof shall be liable for the debts, contracts, or engagements of the Grantee or his or her
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment, or any
other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
4.3. Shares to Be Reserved. The Company shall at all times during the term of the Restricted Stock Units reserve and keep available such
number of shares of Common Stock as will be sufficient to satisfy the requirements of this Restricted Stock Unit Agreement.
4.4. Notices. Any notice to be given under the terms of this Restricted Stock Unit Agreement to the Company shall be addressed to the
Company in care of its Secretary, and any notice to be given to the Grantee shall be addressed to him or her at the address given beneath his
or her signature hereto. By a notice given pursuant to this Section 4.4, either party may hereafter designate a different address for notices to
be given to him or her. Any notice which is required to be given to the Grantee shall, if the Grantee is then deceased, be given to the Grantee’s
personal representative if such representative has previously informed the Company of his or her status and address by written notice under
this Section 4.4. Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
4.5. Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this
Restricted Stock Unit Agreement.
4.6. Construction. This Restricted Stock Unit Agreement shall be administered, interpreted, and enforced under the internal laws of the
State of Delaware without regard to conflicts of laws thereof.
4.7. Severability. In the event that any provision of this Restricted Stock Unit Agreement shall be held illegal, invalid, or unenforceable
for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Unit Agreement
and this Restricted Stock Unit Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.
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4.8. Conformity to Securities Laws. The Grantee acknowledges that the Plan is intended to conform to the extent necessary with all
provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, including, without limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein to
the contrary, the Plan shall be administered, and the Restricted Stock Units are granted, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and this Restricted Stock Unit Agreement shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.
4.9. Withholding of Taxes. Company shall have the right to (i) make deductions from the number of shares of Common Stock or cash
otherwise deliverable to the Grantee under this Restricted Stock Unit Agreement in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law provided; that, such amount shall not exceed the applicable minimum statutory withholding requirements,
or (ii) take such other action as may be necessary or appropriate to satisfy any such tax withholding obligations.
4.10. Electronic Delivery and Electronic Signature. Grantee hereby consents and agrees to electronic delivery of any Plan documents,
proxy materials, annual reports, and other related documents. If the Company establishes procedures for an electronic signature system for
delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), Grantee hereby consents
to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual
signature. Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to
provide administrative services related to the Plan, including any program adopted under the Plan.
4.11. Inconsistencies between Plan Terms and Terms of Restricted Stock Unit Agreement. If there is any inconsistency between the
terms of this Restricted Stock Unit Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the
conflicting terms of this Restricted Stock Unit Agreement.
4.12 Amendments. This Restricted Stock Unit Agreement and the Plan may be amended without the consent of the Grantee provided
that such amendment would not impair any rights of the Grantee under this Restricted Stock Unit Agreement. No amendment of this Restricted
Stock Unit Agreement shall, without the consent of the Grantee, impair any rights of the Grantee under this Restricted Stock Unit Agreement.

Thomas M. Roehlk
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Exhibit 10.7

2000 INCENTIVE PLAN
(As amended May 11, 2000, August 10, 2000, November 2, 2006, December 14, 2006 and January 26, 2009)

1.1 Establishment of the Plan. Tupperware Brands Corporation, a Delaware corporation (hereinafter referred to as the “Company”),
hereby establishes an incentive compensation plan to be known as the “Tupperware Brands Corporation 2000 Incentive Plan” (hereinafter
referred to as the “Plan”), as set forth in this document. The Plan permits the grant of Non-Qualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, and Performance Awards. The Plan shall become effective as of the Effective Date, and shall
remain in effect as provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the
personal interests of Participants to those of the Company’s stockholders and by providing Participants with an incentive for outstanding
purchased or acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after May 11,
2010.
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) “Award” means, individually or collectively, a grant under this Plan of Non-Qualified Stock Options, Incentive Stock Options,
provisions applicable to Awards granted to Participants under this Plan.
Exchange Act.
(f) “Cause” means (i) conviction of a Participant for committing a felony under federal law or the laws of the state in which such
action occurred, (ii) dishonesty in the course of fulfilling a Participant’s employment duties or (iii) willful and deliberate failure on
the part of a Participant to perform his employment duties in any material respect, or such other events as shall be determined by
the Committee. The Committee shall have the sole discretion to determine whether “Cause” exists, and its determination shall be
final.
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Act) of 20% or more of either (1) the then outstanding Shares (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then outstanding Shares entitled to vote generally in the election of directors (the
“Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the
Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or
(4) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of
this definition; or
ii. A change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute
the Board subsequent to such effective date, whose election, or nomination for election by the Company’s stockholders,
or
iii. The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation
(“Corporate Transaction”) or, if consummation of such Corporate Transaction is subject, at the time of such approval by
stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all
of the individuals and entities who are the Beneficial Owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly
or indirectly, more than 60% of, respectively, the outstanding Shares, and the combined voting power of the then
outstanding Shares entitled to vote generally in the election of directors, as the case may be, of the Company resulting from
such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in
controlled by the Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or
indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to
vote generally in the election of directors except to the extent that such
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ownership existed with respect to the Company prior to the Corporate Transaction and (3) individuals who were members of
the Incumbent Board will constitute at least a majority of the board of directors of the corporation resulting from such
(h) “Change of Control Price” means the higher of (i) the highest reported sales price, regular way, of a share of Common Stock in
any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are
listed or on NASDAQ during the 60-day period prior to and including the date of a Change of Control or (ii) if the Change of
Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per share of Common Stock paid in
such tender or exchange offer or Corporate Transaction; provided, however, that (x) in the case of a Stock Option which (A) is held
by an optionee who is an officer or director of the Corporation and is subject to Section 16(b) of the Exchange Act and (B) was
granted within 240 days of the Change of Control, then the Change of Control Price for such Stock Option shall be the Fair Market
Value of the Common Stock on the date such Stock Option is exercised or deemed exercised and (y) in the case of Incentive Stock
Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change of Control Price shall be in all cases the
Fair Market Value of the Common Stock on the date such Incentive Stock Option or Stock Appreciation Right is exercised. To the
extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.
(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(j) “Commission” means the Securities and Exchange Commission or any successor agency.
(k) “Committee” means the committee described in Article 3 or (unless otherwise stated) its designee pursuant to a delegation by
herein.
(o) “Disinterested Person” means a member of the Board who qualifies as a disinterested person as defined in Rule 16b-3(c)(2), as
promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.
(q) “Employee” means any nonunion employee of the Company or of the Company’s Subsidiaries. Directors who are not otherwise
employed by the Company shall not be considered Employees under this Plan.
(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor Act thereto.
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Stock on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ. If there is no regular public trading market for such Common
Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.
(t) “Freestanding SAR” means an SAR that is granted independently of any Options pursuant to Section 7.1 herein.
(v) “Insider” shall mean an Employee who is, on the relevant date, an officer, director, or ten percent (10%) beneficial owner of the
Company, as defined under Section 16 of the Exchange Act.
(w) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article 6 herein, which is not
(x) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
Committee.
(z) “Participant” means an Employee of the Company who has been granted an Award under the Plan.
(aa) “Performance Award” means an Award granted to an Employee, as described in Article 9 herein, including Performance Units
(ab) “Performance Goals” means the performance goals established by the Committee prior to the grant of Performance Awards
that are based on the attainment of one or any combination of the following: specified levels of net income or earnings per share
from continuing operations, operating income, revenues, return on operating assets, return on equity, stockholder return
(measured in terms of stock price appreciation) and/or total stockholder return (measured in terms of stock price appreciation
and/or dividend growth), achievement of cost control, working capital turns, cash flow, net income, economic value added,
segment profit, sales force growth, or stock price of the Company or such subsidiary, division or department of the Company for or
within which the Participant is primarily employed and that are intended to qualify under Section 162(m) (4) (c) of the Code. Such
Performance Goals also may be based upon the attaining of specified levels of Company performance under one or more of the
measures described above relative to the performance of other corporations. Such Performance Goals shall be set by the Committee
within the time period prescribed by Section 162(m) of the Code and related regulations.
(ac) “Performance Period” means a time period during which Performance Goals established in connection with Performance
Awards must be met.
(ad) “Performance Unit” means an Award granted to an Employee, as described in Article 9 herein.
(ae) “Performance Share” means an Award granted to an Employee, as described in Article 9 herein.
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(af) “Restriction Period” or “Period” means the period or periods during which the transfer of Shares of Restricted Stock is limited
based on the passage of time and the continuation of service with the Company and the Shares are subject to a substantial risk of
(ag) “Person” shall have the meaning ascribed to such term in Section 3(a) (9) of the Exchange Act and used in Sections 13(d) and
(ah) “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.
(ai) “Share” means a share of common stock of the Company.
(aj) “Subsidiary” or “Subsidiaries” means any corporation or corporations in which the Company owns directly, or indirectly
through subsidiaries, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the Company owns at least fifty percent (50%) of the
(ak) “Stock Appreciation Right” or “SAR” means an Award, granted alone (Freestanding SAR) or in connection with a related
Option (Tandem SAR), designated as an SAR, pursuant to the terms of Article 7 herein.
(al) “Tandem SAR” means an SAR that is granted in connection with a related Option pursuant to Section 7.1 herein, the exercise
of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the
3.1 The Committee. The Plan shall be administered by the Compensation and Directors Committee or such other committee of the Board
as the Board may from time to time designate (the “Committee”), which shall be composed of not less than two Disinterested Persons each of
whom shall be an “outside director” for purposes of Section 162(m)(4) of the Code, and shall be appointed by and serve at the pleasure of the
Board.
3.2 Authority of the Committee. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to
officers and employees of the Company and its subsidiaries and Affiliates.
(a) To select the officers and employees to whom Awards may from time to time be granted;
(b) To determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock and
(d) To determine the terms and conditions of any Award granted hereunder (including, but not limited to, the option price (subject
to Section 6.4 (a)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the
Company or any subsidiary or Affiliate) and any vesting acceleration or forfeiture waiver regarding any Award and the Shares
relating thereto, based on such factors as the Committee shall determine;
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(e) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to
adjustments; and
(f) To determine to what extent and under what circumstances Shares and other amounts payable with respect to an Award shall be
deferred.
The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan
as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto), to create sub-plans that may be desirable for limited groups of participants or jurisdictions and to otherwise
3.3 Action of the Committee. The Committee may act only by a majority of its members then in office, except that the members thereof
may (i) delegate to an officer of the Company the authority to make decisions pursuant to Section 6.4, provided that no such delegation may
be made that would cause Awards or other transactions under the Plan to cease either to be exempt from Section 16(b) of the Exchange Act or
to qualify as “qualified performance-based compensation” as such term is defined in the regulations promulgated under Section 162(m) of the
Code, and (ii) authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the
Committee.
3.4 Decisions Binding. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the
Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or,

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the
Plan shall be four million (4,000,000); provided, however, the total number of available Shares that may be used for Restricted Stock Awards
under the Plan shall be limited to two hundred thousand (200,000) and the total amount of available Shares that may be used for Performance
Awards under the Plan shall be limited to four hundred thousand (400,000) shares. No Participant may be granted (i) a Stock Option in any one
year covering in excess of 600,000 Shares, or (ii) a Performance Share Award in any one year in excess of 100,000 Shares. Shares subject to an
Award under the Plan may be authorized and unissued shares or may be treasury shares.
The following rules will apply for purposes of the determination of the number of Shares available for grant under the Plan:
(a) While an Award is outstanding, it shall be counted against the authorized pool of Shares, regardless of its vested status.
(b) The grant of an Option, or Restricted Stock or Performance Award involving Shares shall reduce the Shares available for grant
under the Plan by the number of Shares subject to such Award.
(c) The grant of a Tandem SAR shall not reduce the number of Shares available for grant by the number of Shares subject to the
related Option (i.e., there is no double counting of Options and their related Tandem SARs).
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(d) The grant of a Freestanding SAR shall reduce the number of Shares available for grant by the number of Freestanding SARs
granted.
(e) The Committee shall reduce the appropriate number of Shares from the authorized pool where a Performance Award is payable
in Shares.
corresponding Tandem SAR), any Shares subject to such Award again shall be available for the grant of an Award under the Plan. However,
in the event that prior to the Award’s cancellation, forfeiture, termination, expiration, or lapse, the holder of the Award at any time received one
or more “benefits of ownership” pursuant to such Award (as defined by the Commission, pursuant to any rule or interpretation promulgated
under Section 16 or any successor rule of the Exchange Act), the Shares subject to such Award shall not be made available for regrant under
the Plan to Insiders, but shall be available for regrants under the Plan to Participants who are not Insiders.
4.3 Adjustments in Authorized Shares and Prices. In the event of any change in corporate capitalization, such as a stock split or a
corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the
Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any
partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number
and class of shares reserved for issuance under the Plan, in the number, kind and option price of shares subject to outstanding Stock Options
or SARs, in the number and kind of shares subject to other outstanding Awards granted under the Plan or subject to limitations such as
Restricted Stock Awards or per-Participant maximum awards and/or such other equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion; provided, however, that the number of shares subject to any Award shall always be a whole number; and
provided further, however, that notwithstanding the foregoing, in the event of a change in capitalization that is the result of an equity
restructuring which is not the consequence of a corporate transaction with a third-party, such substitutions or adjustments shall be required
to be made. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Tandem
SAR.

5.1 Eligibility. Persons eligible to be granted Awards under this Plan include all Employees of the Company and its Subsidiaries, as
5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees,
those to whom Awards shall be granted and shall determine the nature and amount of each Award.

6.1 Grant of Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two
types: Incentive Stock Options and Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve. The Committee shall have the authority to grant any optionee Incentive Stock Options, Non-
Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights); provided, however, that
grants hereunder are subject to the aggregate limit on grants to individual Participants set forth in Article 4. Incentive Stock Options may be
granted only to employees of the Company and any “subsidiary corporation” (as such term
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is defined in Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so
designated does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.
6.2 Award Agreement. Stock Options shall be evidenced by option agreements, the terms and provisions of which may differ. An option
agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock Option.
The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant of a
Stock Option, determines the number of Shares to be subject to such Stock Option to be granted to such individual and specifies the terms
and provisions of the Stock Option, or such later date as the Committee designates. The Company shall notify a Participant of any grant of a
Stock Option, and a written option agreement or agreements shall be duly executed and delivered by the Company to the Participant. Such
agreement or agreements shall become effective upon execution by the Company and the Participant.
6.3 Incentive Stock Options. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the optionee affected, to disqualify any Incentive Stock Option under such
Section 422.
6.4 Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions as the Committee shall deem desirable:
(a) Option Price. The option price per Share purchasable under a Stock Option shall be determined by the Committee and set forth
in the option agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the
date of grant. Options may not be repriced without shareholder approval.
(b) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable
more than 10 years after the date the Stock Option is granted.
(c) Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such
terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only
in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such
factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock
Option.
(d) Method of Exercise. Subject to the provisions of this Article 6, Stock Options may be exercised, in whole or in part, at any time
during the option term by giving written notice of exercise to the Company specifying the number of Shares subject to the Stock
Option to be purchased.
Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument
as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made in the form of delivery of
unrestricted Shares already owned by the optionee of the same class as the Shares subject to the Stock Option (based on the Fair
Market Value of the shares on the date the Stock Option is exercised) and for a period of not less than 6 months prior to the Stock
Option Exercise, or by certifying ownership of such Shares by the Participant to the satisfaction of the Company for later delivery
to the Company as specified by the Committee; provided, however, that, in the case of an Incentive Stock Option the right to make
a payment in the form of already owned Shares of the same class as the Shares subject to the Stock Option may be authorized only
at the time the Stock Option is granted. Payment may also be made in the case of an NQSO only by a “net share settlement”
arrangement pursuant to which the Company will reduce the shares of
8
Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Participant to the
extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be
issued; provided, further, that shares of Common Stock will no longer be outstanding under a Stock Option and will not be
exercisable thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are
delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations.
In the discretion of the Committee and to the extent permitted by applicable law, as set forth in a form of Stock Option
agreement or in a resolution of the Committee, payment for any Shares subject to a Stock Option may also (or only) be made
pursuant to a ‘cashless exercise’, by delivering a properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase
price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more brokerage firms.
No shares shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a stockholder
of the Company holding the class or series of Shares that is subject to such Stock Option (including, if applicable, the right to vote
the shares and the right to receive dividends), when the optionee has given written notice of exercise and has paid in full for such
Shares.
(e) Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and
under any blue sky or state securities laws applicable to such Shares.
(f) Nontransferability of Stock Options. Unless otherwise determined by the Committee, no Stock Option shall be transferable by
the optionee other than (i) by will or by application of the laws of descent and distribution; or (ii) in the case of a Non-Qualified
Stock Option, pursuant to (a) a domestic relations order issued by a tribunal of competent jurisdiction or (b) a gift to members of
such optionee’s immediate family, whether directly or indirectly or by means of a trust or partnership or otherwise, if expressly
permitted under the applicable option agreement. All Stock Options shall be exercisable, subject to the terms of this Plan, during
the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee or, in the case of a Non-
Qualified Stock Option, its alternative payee pursuant to such domestic relations order, it being understood that the term “holder”
and “optionee” include the guardian and legal representative of the optionee named in the option agreement and any person to
whom an option is transferred by will or the laws of descent and distribution or, in the case of a Non-Qualified Stock Option,
pursuant to a domestic relations order or a gift permitted under the applicable option agreement.
(g) Death. Unless otherwise determined by the Committee, if an optionee’s employment terminates by reason of death, any Stock
Option held by such optionee shall become immediately and fully exercisable and (unless another period is specified by the
Committee in the option agreement) may thereafter be exercised by the estate of the optionee for a period of three years from the
date of such death; provided, however, that if the optionee is at least sixty years of age at the time of death and has fifteen years
service with the Company, such Stock Option may thereafter be exercised by the estate of the optionee for a period of six years
from the date of such death. In no event, however, may a Stock Option be exercisable beyond the stated expiration date of such
Stock Option. Notwithstanding any
9
provision herein to the contrary, unless otherwise determined by the Committee, if an optionee dies after termination of the
optionee’s employment, any Stock Option held by such optionee may thereafter be exercised, to the extent such Stock Option was
exercisable as of the date of such death, for a period that expires on the earliest of (i) the first anniversary of the date of such death,
(ii) the last date on which the optionee would have been entitled to exercise such Stock Option had the optionee not died or (iii) the
date on which the stated term of such Stock Option expires; provided, however, that if such optionee had retired from the Company
prior to the date of death, the estate of the optionee shall continue to have the benefit of the vesting and exercisability benefits
specified by Section 6.4(i).
(h) Termination by Reason of Disability. Unless otherwise determined by the Committee, if an optionee’s employment terminates
by reason of Disability, any Stock Option held by such optionee, if not fully vested and exercisable as of the date of such
termination, shall continue to vest according to such Stock Option’s stated vesting schedule and may thereafter be exercised by
the optionee, to the extent it was exercisable at the time of termination or thereafter becomes exercisable, or on such accelerated
basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may specify in the
option agreement) from the date of such termination of employment or until the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that if the optionee dies within such period, any unexercised Stock Option held
by such optionee shall continue to be exercisable to the extent to which it was exercisable at the time of death for the remainder of
such period, or for a period of 12 months from the date of such death, or until the expiration of the stated term of such Stock
Option, whichever period is the shortest. In the event of termination of employment by reason of Disability, if an Incentive Stock
Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.
(i) Termination by Reason of Retirement. Unless otherwise determined by the Committee, if an optionee’s employment terminates
by reason of retirement, the following vesting and exercisability terms will apply. For purposes of this Plan, an optionee shall be
deemed to have terminated employment by reason of retirement if such optionee has attained age and years of service
requirements set forth below, has given due notice (as determined by the Committee), and has entered into an agreement, the form
and content of which shall be specified by the Committee, not to compete with the Company and its Affiliates for a period of one
year following such retirement. In no event, however, may the option become exercisable beyond the option term fixed by the
Committee.

55 or more 10 1 2
60 or more 15 6 6
Notwithstanding the foregoing, if the optionee dies within such period of continued exercisability, any unexercised Stock Option
held by such optionee shall continue to be exercisable to the extent to which it was exercisable at the time of death for the
remainder of such period, or for a period of 12 months from the date of such death, or until the expiration of the stated term of such
Stock Option, whichever period is the shortest. In the event of termination of employment by reason of retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.
(j) Other Termination. Unless otherwise determined by the Committee: (A) if an optionee incurs a voluntary termination of
Employment, any Stock Option held by such optionee, to the extent then exercisable, or on such accelerated basis as the
Committee may determine, may be exercised for the
10
lesser of thirty days from the date of such termination of Employment or the balance of such Stock Option’s term; and (B) if an
optionee incurs a termination of Employment because such optionee’s Employment is terminated by the Company or an Affiliate,
other than by reason of retirement or Disability or for Cause, any Stock Option held by such optionee, to the extent then
exercisable, or becomes exercisable during the one-year period following termination of employment by the Company or an
Affiliate, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of one year from the date of
such termination of Employment or the balance of such Stock Option’s term; provided, however, that if the optionee dies within
such thirty-day or one-year period, as the case may be, any unexercised Stock Option held by such optionee shall continue to be
exercisable to the extent to which it was exercisable at the time of death for the remainder of such period, or for a period of 12
months from the date of such death, or until the expiration of the stated term of such Stock Option, whichever period is the
shortest. Notwithstanding the foregoing, if an optionee incurs a Termination of Employment at or after a Change of Control, other
than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable for the lesser of
(1) six months and one day from the date of such termination of Employment, and (2) the balance of such Stock Option’s term. In
the event of termination of Employment, if an Incentive Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.
(k) Termination for Cause. Unless otherwise determined by the Committee, if an optionee incurs a Termination of Employment for
Cause, all Stock Options held by such optionee shall thereupon terminate.
(l) Change of Control Cash-Out. Notwithstanding any other provision of the Plan, during the 60-day period from and after a
Change of Control (the “Exercise Period”), unless the Committee shall determine otherwise at the time of grant, an optionee shall
have the right, whether or not the Stock Option is fully exercisable and in lieu of the payment of the exercise price for the Shares
being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period) to surrender all
or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount
by which the Change of Control Price per Share shall exceed the exercise price per Share under the Stock Option (the “Spread”)
multiplied by the number of Shares granted under the Stock Option as to which the right granted under this Section 6.4(l) shall
have been exercised; provided, however, that if the Change of Control is within six months of the date of grant of a particular Stock
Option held by an optionee who is an officer or director of the Company and is subject to Section 16(b) of the Exchange Act no
such election shall be made by such optionee with respect to such Stock Option prior to six months from the date of grant.
However, if the end of such 60-day period from and after a Change of Control is within six months of the date of grant of a Stock
Option held by an optionee who is an officer or director of the Company and is subject to Section 16(b) of the Exchange Act, such
Stock Option shall be cancelled in exchange for a cash payment to the optionee, effected on the day which is six months and one
day after the date of grant of such Option, equal to the Spread multiplied by the number of Shares granted under the Stock Option.

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, an SAR may be granted to an Employee at any time and from time to
time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these
forms of SAR. In the case of a Non-Qualified Stock Option, Tandem SARs may be granted either at or after the time of grant of such Stock
Option. In the case of an Incentive Stock Option, Tandem SARs may be granted only at the time of grant of such Stock Option.
11
The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to Article 4 herein)
and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs. However, the grant price of
a Freestanding SAR shall be at least equal to the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem
SARs shall equal the Option Price of the related Option. In no event shall any SAR granted hereunder become exercisable within the first six
(6) months of its grant. SARs may not be repriced without stockholder approval.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option. A Tandem SAR may be exercised only with respect to the Shares for which its
related Option is then exercisable.
Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO;
(i) the Tandem SAR will expire no later than the expiration of the underlying ISO; (ii) the value of the payout with respect to the Tandem SAR
may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market
Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.
7.3 Exercise of Freestanding SARs. Subject to the other provisions of this Article 7, Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, at its sole discretion, imposes upon them.
7.4 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR,
and such other provisions as the Committee shall determine.
7.5 Term of SARs. The term of an SAR granted under the Plan shall be determined by the Committee, at its sole discretion; provided,
however, that such term shall not exceed ten (10) years.
7.6 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an
amount determined by multiplying:
At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
7.7 Rule 16-3 Requirements. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise
of an SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to
satisfy the requirements of any rule or interpretation promulgated under Section 16 (or any successor rule) of the Act.
7.8 Nontransferability of SARs. No SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by application of the laws of descent and distribution. Further, all SARs granted to a Participant under the
Plan shall be exercisable during his or her lifetime only by such Participant. Notwithstanding the foregoing, at the discretion of the Committee,
an Award Agreement may permit the transferability of an SAR by a Participant solely to members of the Participant’s immediate family or trusts
for the benefit of such persons.
12

Committee shall determine the officers and employees to whom and the time or times at which grants of Restricted Stock will be awarded, the
number of shares to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Article 4), the
conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the
The Committee may, prior to grant, condition the vesting of Restricted Stock upon continued service of the Participant. The provisions
of Restricted Stock Awards need not be the same with respect to each recipient.
8.2 Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock
shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:
law, is subject to certain restrictions on transfer as set forth in the Tupperware Corporation 2000 Incentive Plan, and in a Restricted
Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from Tupperware Corporation.”
The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon
shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in
blank, relating to the Common Stock covered by such Award.
(a) Subject to the provisions of the Plan and the Restricted Stock Agreement referred to in Section 8.3(f), during the Restricted
Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock,
except that, if expressly provided in the Restricted Stock Agreement, a Participant may, during the Restriction Period, transfer
shares of Restricted Stock to members of the Participant’s immediate family or trusts or partnerships for the benefit of such
persons. Within these limits, the Committee may provide for the lapse of restrictions based upon period of service in installments
or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of service. Notwithstanding the
foregoing, any Restricted Stock Award granted hereunder shall have a Restriction Period of not less than three years, except that
an aggregate amount of Restricted Stock Awards not exceeding one-third of the Shares available for use as Restricted Stock
Awards pursuant to Section 4.1 of the Plan may be issued without a minimum Restriction Period.
(b) Except as provided in this paragraph (b) and paragraph (a), above, and the Restricted Stock Agreement, the Participant shall
have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of
Shares that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any
cash dividends. Unless otherwise determined by the Committee in the applicable Restricted Stock Agreement, dividends payable in
Shares shall be paid in the form of Restricted Stock of the same class as the
13
Shares with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock. In the event that any
dividend constitutes a “derivative security” or an “equity security” pursuant to Rule 16(a) under the Act, such dividend shall be
subject to a vesting period equal to the longer of: (i) the remaining vesting period of the Shares of Restricted Stock with respect to
which the dividend is paid; or (ii) six months. The Committee shall establish procedures for the application of this provision.
(c) Except to the extent otherwise provided in the applicable Restricted Stock Agreement and paragraphs (a) and (d) of this
Section 8.3 and Section 13.1(b), upon a Participant’s Termination of Employment for any reason during the Restriction Period, all
Shares still subject to restriction shall be forfeited by the Participant.
(d) Except to the extent otherwise provided in Section 13.1(b), in the event that a Participant retires or such Participant’s
employment is involuntarily terminated (other than for Cause), the Committee shall have the discretion to waive, in whole or in part,
any or all remaining restrictions with respect to any or all of such Participant’s shares of Restricted Stock.
(e) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates
for such shares shall be delivered to the Participant upon surrender of the legended certificates.
(f) Each Award shall be confirmed by, and be subject to, the terms of a Restricted Stock Agreement.

9.1 Grant of Performance Awards. Subject to the terms of the Plan, Performance Awards may be granted to eligible Employees at any
time and from time to time, as shall be determined by the Committee, and may be granted either alone or in addition to other Awards granted
under the Plan. The Committee shall have complete discretion in determining the number, amount and timing of Awards granted to each
Participant. Such Performance Awards may take the form determined by the Committee, including without limitation, cash, Shares, Performance
Units and Performance Shares, or any combination thereof. Performance Awards may be awarded as short-term or long-term incentives.
9.2 Performance Goals.

(a) The Committee shall set Performance Goals at its discretion which, depending on the extent to which they are met, will determine
the number and/or value of Performance Awards that will be paid out to the Participants, and may attach to such Performance
Awards one or more restrictions, including, without limitation, a requirement that Participants pay a stipulated purchase price for
each Performance Share, or restrictions which are necessary or desirable as a result of applicable laws or regulations. Each
Performance Award may be confirmed by, and be subject to, a Performance Award Agreement.
(c) Performance Periods shall, in all cases, exceed six (6) months in length.
9.3 Value of Performance Units/Shares.

(a) Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.
14
9.4 Earning of Performance Awards. After the applicable Performance Period has ended, the holder of any Performance Award shall be
entitled to receive the payout earned by the Participant over the Performance Period, to be determined as a function of the extent to which the
9.6 Nontransferability. Performance Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by application of the laws of descent and distribution. Further, a Participant’s rights under the Plan shall be exercisable
during the Participant’s lifetime only by the Participant or the Participant’s Beneficiary. Notwithstanding the foregoing, at the discretion of the
Committee, an Award Agreement may permit the transferability of a Performance Award by a Participant solely to members of the Participant’s
immediate family or trusts or partnerships for the benefit of such persons.
9.7 Termination. Performance Awards shall be subject to the following terms and conditions:
(a) Except to the extent otherwise provided in the applicable Performance Award Agreement, if any, and Sections 9.7(b) and 13.1(c),
upon a Participant’s Termination of Employment for any reason during the Performance Period or before any applicable
Performance Goals are satisfied, the rights to the shares still covered by the Performance Award shall be forfeited by the
Participant.
(b) Except to the extent otherwise provided in Section 13.1(c), in the event that a Participant’s employment is terminated (other than
for Cause), or in the event a Participant retires, the Committee shall have the discretion to waive, in whole or in part, any or all
remaining payment limitations (other than, in the case of Performance Awards with respect to which a Participant is a Covered
Employee, satisfaction of any applicable Performance Goals unless the Participant’s employment is terminated by reason of death
or disability) with respect to any or all of such Participant’s Performance Awards.

15

The Committee may permit a Participant to elect, or the Committee may require at its sole discretion subject to the proviso set forth
below, any one or more of the following: (i) the deferral of the Participant’s receipt of cash, (ii) a delay in the exercise of an Option or SAR,
(iii) a delay in the lapse or waiver of restrictions with respect to Restricted Stock, or (iv) a delay of the satisfaction of any requirements or goals
with respect to Performance Awards; provided, however, the Committee’s authority to take such actions hereunder shall exist only to the
extent necessary to reduce or eliminate a limitation on the deductibility of compensation paid to the Participant pursuant to (and so long as
such action in and of itself does not constitute the exercise of impermissible discretion under) Section 162(m) of the Code, or any successor
provision thereunder. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals,
including provisions relating to periods of deferral, the terms of payment following the expiration of the deferral periods, and the rate of
earnings, if any, to be credited to any amounts deferred thereunder.
Article 12. Rights of Employees

employment at any time, nor confer upon any Participant any right to continue in the employ of the Company. For purposes of the Plan,
transfer of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a
termination of employment.
12.2 Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to
be selected to receive a future Award.

13.1 Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control:
(a) Any Stock Options or SARs outstanding as of the date such Change of Control is determined to have occurred, and which are
not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; provided,
however, that in the case of the holder of Stock Options or SARs who is subject to Section 16(b) of the Exchange Act, such Stock
Options or SARs shall have been outstanding for at least six months at the date such Change of Control is determined to have
occurred.
(b) The restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become
free of all restrictions and become fully vested and transferable to the full extent of the original grant.
(c) The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, performance-
based Restricted Stock Units, Performance Units, Performance Shares, and cash-based Awards (excluding any long-term Awards
issued to individual Participants and that are not broad-based programs and which are denominated in cash and paid in cash,
which may be designated as “gainsharing” Awards, but not including Performance Share Awards, and which shall continue to be
in effect) shall be deemed to have been earned on a pro-rata basis for that portion of the Performance Period(s) having elapsed
under such outstanding Awards as of the effective date of the Change of Control. The vesting of all Awards denominated in
Shares shall be deemed to have been
16
earned on a pro-rata basis for that portion of the Performance Period(s) having elapsed under such outstanding Awards as of the
effective date of the Change of Control, and there shall be paid out to Participants in cash within ten (10) days following the
effective date of the Change of Control the value of such vested Shares in an amount equal to the product of the number of such
vested Shares and the Fair Market Value per Share determined immediately prior to the Change of Control, based upon an assumed
achievement of all relevant target performance goals. Awards denominated in cash shall be paid on a pro-rata basis to Participants
in cash within ten (10) days following the effective date of the Change of Control based upon assumed achievement of all relevant
target performance goals.

14.1 Amendment, Modification, and Termination. At any time and from time to time, the Board may terminate, amend, or modify the Plan.
However, without the approval of the stockholders of the Company, no such amendment or modification may:
(a) Increase the total number of Shares which may be issued under this Plan, except as provided in Article 4 hereof; or
(b) Modify the eligibility requirements; or
(c) Materially increase the benefits accruing under the Plan.
14.2 Awards Previously Granted. No termination, amendment, or modification of the Plan shall adversely affect in any material way any
Award previously granted under the Plan, without the written consent of the Participant holding such Award except such an amendment made
to cause the Plan or Award to qualify for the exemption provided by Rule 16b-3. The Committee shall have the right to replace any previously
granted Award under the Plan with an Award equal to the value of the replaced Award at the time of replacement, without obtaining the
consent of the Participant holding such Award.
Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without
stockholder approval.

Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be
15.2 Share Withholding. With respect to withholding required and/or permitted upon the exercise of Options or SARs, upon the lapse
of restrictions on Restricted Stock, or upon any other taxable event hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares (or by surrendering Shares
previously owned which have been held for longer than six months) having a Fair Market Value on the date the tax is to be determined equal to
the minimum statutory total tax which could be imposed on the transaction. All elections shall be irrevocable, made in writing, signed by the
Participant, and elections by Insiders shall additionally comply with the requirements established by the Committee.
17

All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, spin-off, or otherwise,
of all or substantially all of the business and/or assets of the Company.

17.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include the plural.
17.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
17.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. With respect
to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the plan or action by the Committee fails to comply with Section 17.3, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
Notwithstanding any other provision set forth in the Plan, if required by any rule or interpretation promulgated under Section 16 of the
Exchange Act, any “derivative security” or “equity security” offered pursuant to the Plan to any Insider may not be sold or transferred for at
least six (6) months after the date of grant of such Award. The terms “equity security” and “derivative security” shall have the meanings
ascribed to them in the then-current Rule 16(a) under the Exchange Act.
Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or
deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:
(a) Listing or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc., or such other
(b) Any registration or other qualification of such Shares under any state or federal law or regulation, or the maintaining in effect of
(c) Obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in
17.4 Pooling. Notwithstanding anything in the Plan to the contrary, if any right granted pursuant to this Plan would make a Change of
Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for the nature of such grant would otherwise be
eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such grant Common
Stock with a Fair Market Value equal to the cash that would otherwise be payable hereunder.
17.5 Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of Delaware.
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Exhibit 10.9

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(amended and restated effective January 1, 2009)


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
ARTICLE I Introduction 1
Section 1.1. Name 1
Section 1.2. Purpose 1
Section 1.3. Effective Date 1
ARTICLE II Definitions 1
Section 2.1. Definitions 1
Section 2.2. Gender and Number 5
ARTICLE III Administration 5
Section 3.1. The Committee 5
Section 3.2. Authority of the Committee 5
Section 3.3. Decisions Binding 6
ARTICLE IV Eligibility and Participation 6
Section 4.1. Eligibility 6
Section 4.2. Participation 6
Section 4.3. Notification of Participation 6
ARTICLE V Plan Benefits 7
Section 5.1. Vesting 7
Section 5.2. Benefit Amount 7
Section 5.3. Reduction for Early Retirement 7
Section 5.4. Death Benefit 8
Section 5.5. Forfeiture of Benefits 8
ARTICLE VI Distributions 8
Section 6.1. Form of Distribution 8
Section 6.2. Change of Control 8
Section 6.3. Delays in the Timing of Distributions 8
ARTICLE VII Rabbi Trust 9
Section 7.1. Establishment of a Rabbi Trust 9
Section 7.2. Terms of the Rabbi Trust 9
Section 7.3. Funding of the Rabbi Trust 9
Section 7.4. Payments from the Rabbi Trust 9
i
ARTICLE VIII Beneficiary Designation 10

ARTICLE IX General Provisions 10
Section 9.1. Applicable Law 10
Section 9.2. Unfunded Plan 10
Section 9.3. Expenses 10
Section 9.4. Effect on Other Benefit Plans 10
Section 9.5. Tax Matters 11
Section 9.6. Indemnification and Exculpation 11
Section 9.7. Immunity of Committee Members 11
Section 9.8. Non-Alienation of Benefits 11
Section 9.9. Plan Not to Affect Employment Relationship 12
Section 9.10. Severability 12
Section 9.11. Subordination of Rights 12
Section 9.12. Successors 12
Section 9.13. Payment to Incompetent 12
ARTICLE X Amendment and Termination 12
Section 10.1. Amendment 12
Section 10.2. Plan Termination 12
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ARTICLE I
Introduction
Section 1.1. Name. The name of the Plan shall be the “Supplemental Executive Retirement Plan.”
Section 1.2. Purpose. The Plan shall constitute an unfunded arrangement established and maintained for the purpose of providing
deferred compensation to E.V. Goings, the Company’s Chief Executive Officer, and other key employees who are among a select group of the
Company’s management employees and selected to participate in the Plan by the Committee in its sole discretion.
Section 1.3. Effective Date. The Plan is effective as of January 1, 2009 and is an amendment and restatement of Corporation Supplemental
Executive Retirement Plan, effective as of June 1, 2003 (the “Prior Plan”).
ARTICLE II
Definitions
Section 2.1. Definitions. Whenever used herein, the following terms shall have the respective meanings set forth below and, when
intended, such terms shall be capitalized.
(a) “Actuarial Equivalent” shall mean the equivalence in present value between two forms of payment based upon a determination by
an actuary chosen by the Committee, using sound actuarial assumptions at the time of such determination. Actuarial assumptions
prescribed by the Base Retirement Plan shall be automatically deemed to be sound actuarial assumptions for purposes of the Plan.
(b) “Affiliate” shall mean (i) a corporation that is a member of the same controlled group of corporations (within the meaning of section
414(b) of the Code) as an Employer; (ii) a trade or business (whether or not incorporated) under common control (within the
meaning of section 414(c) of the Code) with an Employer; (iii) any organization (whether or not incorporated) that is a member of an
affiliated service group (within the meaning of section 414(m) of the Code) that includes (A) an Employer, (B) a corporation
described in clause (i) of this definition or (C) a trade or business described in clause (ii) of this definition; or (iv) any other entity
that is required to be aggregated with an Employer pursuant to regulations promulgated under section 414(o) of the Code by the
U.S. Treasury Department. A corporation, trade or business or entity shall be an Affiliate only for such period or periods of time
during which such corporation, trade or business or entity is described in the preceding sentence.
(c) “Base Retirement Plan” shall mean the Tupperware Brands Corporation Base Retirement Plan, or any predecessor or successor plan
thereto.
(d) “Beneficiary” shall mean the person, persons or legal entity entitled to receive benefits under the Plan which become payable in the
event of the Participant’s death.
(e) “Board” shall mean the Board of Directors of the Company.

(f) “Cause” shall mean:
(i) The willful and continued failure of a Participant substantially to perform the Participant’s duties to the Company or one of
its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the
Board believes that the Participant has not substantially performed the Participant’s duties;
(ii) The willful engaging by a Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious
to the Company or any of its Affiliates;
(iii) The willful violation by a Participant of any restrictive covenants to which the Participant is subject; or
(iv) A Participant’s conviction of, or a plea of nolo contendere to, a felony.
For purposes of this provision, no act or failure to act on the part of a Participant, shall be considered “willful” unless it is
done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or
omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by a Participant in good faith and in the best interests of the Company. The cessation of
employment of a Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the
Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to
the Participant and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in anyone of the
subparagraphs (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.
(g) “Change of Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in
the ownership of a substantial portion of the assets” of the Company, as determined in accordance with this definition. In
determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in
the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:
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(i) A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in
accordance with Treasury Regulation § 1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of
the total fair market value or total voting power of the stock of the Company, or to have effective control of the Company
within the meaning of part (b) of this definition, and such person or group acquires additional stock of the Company, the
acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of the
Company.
(ii) A “change in the effective control” of the Company shall occur on either of the following dates:
The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-
month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the
Company possessing 30% or more of the total voting power of the stock of the Company, as determined in accordance with
Treasury Regulation § 1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting
power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of
additional stock by such person or group shall not be considered to cause a “change in the effective control” of the
Company; or
(A) The date on which a majority of the members of the Company’s Board of Directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s
Board of Directors before the date of the appointment or election, as determined in accordance with Treasury
Regulation § 1.409A-3(i)(5)(vi).
(B) A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which
any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the
Company immediately before such acquisition or acquisitions, as determined in accordance with Treasury Regulation
§ 1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of
the assets” when such transfer is made to an entity that is controlled by the shareholders of the Company, as
determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii)(B).
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(h) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
(i) “Committee” shall mean the Compensation and Management Development Committee of the Board, or any other committee
designated by the Board to administer the Plan, pursuant to Section 3.1 herein.
(j) “Company” shall mean Tupperware Brands Corporation, a Delaware corporation, and its successors and assigns.
(k) “Company Contributions” shall mean the aggregate total of the Company’s Employer Contributions and Employer Matching
Contributions (including any earnings thereon), as such terms are defined under the Defined Contribution Plan, that could be
credited to a Participant’s account under the Defined Contribution Plan if he had elected the maximum amount of Employee Before-
Tax Contributions that could be contributed to the Defined Contribution Plan on his behalf.
(l) “Credited Service” shall have the same meaning as such term is defined in the Base Retirement Plan.
(m) “Defined Contribution Plan” shall mean the Tupperware Brands Corporation Retirement Savings Plan, and any predecessor or
successor plan thereto.
(n) “Disability” shall have the same meaning as such term is defined under the Base Retirement Plan.
(o) “Effective Date” shall mean January 1, 2009.
(p) “Employer” shall mean the Company, any of its Affiliates or other related entity that adopts the Plan for the benefit of its eligible
employees.
(q) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
(r) “Final Average SERP Pay” shall mean a Participant’s highest average SERP Pay over a consecutive three (3) year period in the
Participant’s last five (5) years of Credited Service.
(s) “Leave of Absence” shall mean a leave, whether paid or unpaid, authorized by the Participant’s Employer for a period not to exceed
the longer of (i) six months and (ii) the period of leave set forth in a written agreement between the Participant and his Employer.
(t) “Normal Retirement Age” shall mean a Participant’s sixty-fifth (65th) birthday.
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(u) “Normal Retirement Date” shall mean the first day of the month next following the Participant’s attainment of his Normal Retirement
Age.
(v) “Participant” shall mean E.V. Goings, Chief Executive Officer, or any other key employee of the Company selected by the Committee
for participation in the Plan in accordance with Article IV.
(w) “Plan Year” shall mean a calendar year.
(x) “Separation from Service” shall mean an employee’s separation from service with the Employers, as described in Treasury
Regulation § 1.409A-1(h).
(y) “SERP Pay” shall mean a Participant’s annual base salary plus annual incentive compensation awards or bonuses earned in a
calendar year (and payable in the next calendar year) under the Company’s annual incentive programs (not including any special
programs) without taking into account any reductions pursuant to voluntary deferrals of such base salary or annual incentive
compensation awards or bonuses under tax-qualified or nonqualified plans of the Company or any of its Affiliates. SERP Pay shall
not include any compensation award payable to a Participant pursuant to a Company program which establishes incentive award
opportunities that are contingent upon performance measured over periods greater than one (1) year including, but not limited to,
stock awards such as stock options, restricted stock, performance shares or other equity awards, special cash or equity retention
awards, amounts paid as the reimbursement for expenses incurred on behalf of the Company or any of its Affiliates, or incidental
benefits paid on behalf of a Participant such as hospital insurance, health and accident insurance, and group life insurance.
(z) “Specified Employee” shall mean an eligible employee determined by the Committee to be a “specified employee” within the
meaning of section 409A(a)(2)(B)(i) of the Code.
(aa) “Supplemental Plan” shall mean the Tupperware Brands Corporation Supplemental Plan, or any predecessor or successor plan
thereto.
Section 2.2. Gender and Number. Except when otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular; and the singular shall include the plural.
ARTICLE III
Administration
Section 3.1. The Committee. The Plan shall be administered by the Committee or by any other committee designated by the Board to
administer the Plan. The Committee may delegate any or all of its administrative responsibilities hereunder.
Section 3.2. Authority of the Committee. Subject to the provisions herein and subject to ratification by the Board, the Committee shall
have the full power to amend or terminate the
5
Plan at any time (subject to Article X), to select employees for participation in the Plan, to determine the terms and conditions of each
employee’s participation, to construe and interpret the Plan and any agreement or instrument entered into hereunder, and to establish or
amend procedures for the Plan’s administration. Further, the Committee shall have full power to make any other determination that may be
necessary or advisable for the Plan’s administration.
Section 3.3. Decisions Binding. All determinations and decisions made by the Committee or the Board and all related orders or
resolutions of the Committee or the Board shall be final, conclusive, and binding on all persons, including the Company, its Affiliates and
employees and Participants and their estates and Beneficiaries and each person claiming under or through any of the Company, its Affiliates
and employees and Participants and their estates and Beneficiaries. No additional authorization or ratification by the Board or stockholders of
the Company shall be required.
ARTICLE IV
Eligibility and Participation
Section 4.1. Eligibility. Each Participant who participated in the Prior Plan on December 31, 2008 shall continue to participate in the Plan
unless he is deemed to be ineligible to continue participation in the Plan for any reason or has received a full distribution of his Plan benefits.
Persons eligible to participate in the Plan shall be limited to full-time, salaried employees of an Employer who are determined by the Committee
to be key employees and who are approved for participation by the Board. In addition, an employee must be among a select group of
management or highly compensated employees of an Employer to be eligible for participation in the Plan.
Section 4.2. Participation. The Board, at its sole and absolute discretion, reserves the right to approve the participation of any and all
employees who have been determined by the Committee to be key employees. No employee shall have the right to be selected to participate in
the Plan. A Participant shall continue to participate in the Plan until notified by the Committee that he is no longer eligible to participate in the
Plan, except as otherwise provided in the Plan. In the event a Participant is deemed by the Committee to be ineligible to continue participation
in the Plan for any reason, he shall become an inactive Participant, retaining all the rights relating to benefits previously accrued and vested
herein, as described under the Plan.
Section 4.3. Notification of Participation. Employees who have been selected and approved for Plan participation shall be notified in
writing of their selection at least thirty (30) calendar days before the beginning of the Plan Year in which they are eligible to participate or as
soon as administratively possible thereafter. However, no employee shall have the right to be selected to participate in the Plan, or, having
been so selected, to be selected to participate in any future Plan Year. Further, nothing in the Plan shall interfere with or limit in any way the
right of the Company or an Affiliate to terminate any Participant’s employment at any time, or confer upon any participant a right to continue
in the employ of the Company or an Affiliate. In the event a Participant is deemed by the Committee to be ineligible to continue participation in
the Plan for any reason, he shall become an inactive Participant, retaining all the rights relating to benefits previously accrued and vested
herein.
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ARTICLE V
Plan Benefits
Section 5.1. Vesting. A Participant shall become fully vested in benefits under the Plan on the earlier of (i) his completion of five (5) years
of Credited Service from his original date of hire and (ii) his attainment of age 65. Notwithstanding the foregoing, a Participant shall become
fully vested in his benefits under the Plan upon his death, Disability or upon a Change of Control of the Company or in the event that the Plan
is terminated pursuant to Article X. Notwithstanding the above, the Committee may accelerate the vesting of any or all Plan benefits at its sole
and absolute discretion.
Section 5.2. Benefit Amount. Subject to Sections 5.3 and 5.4, each Participant who has a Separation from Service and who is fully vested
in the benefits under the Plan in accordance with Section 5.1 shall be entitled to a single, cash lump sum amount that is the Actuarial
Equivalent of the annual single life annuity commencing on the first day of the month after the later of (i) the month in which his Separation
from Service occurs and (ii) the month in which the Participant attains age 65. The annual single life annuity shall be equal to the excess (if
any) on such day of (a) over (b), where (a) and (b) are defined as follows:
(a) The Participant’s Final Average SERP Pay multiplied by three percent (3%) multiplied by the Participant’s years of Credited
Service not in excess of twenty (20) years.
(b) The sum of (i) the annual single life annuity to which the Participant is entitled as of June 30, 2005 under the Defined Benefit
Plan, (ii) the annual single life annuity that is the Actuarial Equivalent of the Participant’s (a) “Defined Benefit Account” and
(B) “Employer-Provided Benefits” and earnings thereon under the Supplemental Plan (as such terms are defined in the
Supplemental Plan); and (iii) the annual single life annuity that is the Actuarial Equivalent of the Participant’s Company
Contributions.
In the event a Participant becomes ineligible to continue participation in the Plan for any reason (other than for Cause), prior to the
Participant’s Separation from Service or, in the event that the Plan is discontinued as to such Participant prior to the Participant’s Separation of
Service, the accrued benefit earned by such Participant which will be payable under the Plan, subject to satisfaction of the vesting
requirements of Section 5.1, shall equal the differential between the amount computed under clause (a) above as of the date of the cessation of
the Participant’s active participation in the Plan over the amount computed under clause (b) above determined as of such date.
Section 5.3. Reduction for Early Retirement. The annual single life annuity value of a Participant’s vested Plan benefit shall be reduced by
0.2 percent for each of the first thirty-six (36) complete calendar months and by 0.4 percent for each additional complete calendar month by
which his first Plan benefit payment precedes his Normal Retirement Date. Notwithstanding the above, a Participant must have completed at
least ten (10) years of Credited Service and have attained age fifty-five (55) in order to receive or commence benefits under the Plan before his
Normal Retirement Date.
7
Section 5.4. Death Benefit. Notwithstanding any other provision in the Plan, in the event a Participant dies before receiving all of his
accrued Plan benefit, the unpaid portion of such benefit shall be paid to the Participant’s Beneficiary in a single, cash lump sum as soon as
practicable, but in no event later than the 15th day of the third month following the calendar year in which the Participant’s death occurs.
Section 5.5. Forfeiture of Benefits. Notwithstanding any other provision in the Plan, in the event of a Participant’s Separation from
Service for Cause, the Participant and the Participant’s Beneficiary shall immediately forfeit all rights and entitlement to benefits under the Plan,
regardless of whether he is vested in such benefits pursuant to Section 5.1.
ARTICLE VI
Distributions
Section 6.1. Form of Distribution. A Participant’s vested Plan benefit shall be paid in a single, cash lump sum to the Participant
within 60 days after the seventh month following the month in which the Participant’s Separation from Service occurs.
Section 6.2. Change of Control. Notwithstanding Section 6.7(a) or (c), if there is a Change of Control and a Participant incurs a
Separation from Service (other than for Cause) within two (2) years following such Change of Control, the Participant’s benefits under the Plan
shall be paid in a single, cash lump sum before the ninetieth day after the date of his Separation from Service. Notwithstanding the immediately
preceding sentence, if a Participant is a Specified Employee on the date of the Participant’s Separation from Service, such amount shall be paid
to the Participant on the first day of the month following the date that is six months after the date of the Participant’s Separation from Service.
The payment delayed pursuant to the immediately preceding sentence shall be paid to the Participant as soon as practicable, and in no event
more than sixty days, after the date which is six months after the date of Separation from Service or, if earlier, the date of the Participant’s
death.
Section 6.3. Delays in the Timing of Distributions.

(a) Section 162(m). The Company shall delay a payment to the Participant to the extent the Company reasonably anticipates that if
the payment were made as scheduled, the Company would not be permitted fully to deduct the payment under section 162(m) of the
Code, provided that the payment is made, at the Company’s discretion, either (i) during the Participant’s first taxable year in which the
Company reasonably anticipates that the payment would be deductible for such year or (ii) during the period beginning with the date of
the Participant’s Separation from Service and ending on the later of (y) the last day of the Company’s taxable year in which the
Participant’s Separation from Service occurs and (z) the fifteenth day of the third month following the Participant’s Separation from
Service. If a payment is delayed to a date on or after the Participant’s Separation from Service, however, and the Participant is a Specified
Employee on the date of his Separation from Service, then the payment is treated as a payment on account of the Participant’s Separation
from Service. Thus, in the case of a delayed payment to such a Participant, the payment shall be made during the period beginning with
the date that is six months after the Participant’s Separation from
8
Service and ending on the later of (y) the last day of the Company’s taxable year in which occurs the last day of the sixth month period
beginning on the date after the Participant’s Separation from Service and (z) the fifteenth day of the third month following the last day of
the sixth month beginning on the date after the Participant’s Separation from Service.
(b) Distributions That Would Violate Applicable Law. If the Company reasonably anticipates that a payment would violate a
Federal securities law or other applicable law, then the payment shall be delayed until the earliest date the Company reasonably
anticipates that the payment can be made without a violation of law.
(c) Other Delays. The Company may delay a payment upon any other event or condition prescribed by the Internal Revenue
Service that is published in the Internal Revenue Bulletin.
ARTICLE VII
Rabbi Trust
Section 7.1. Establishment of a Rabbi Trust. The Company or the Committee may, in its sole and absolute discretion, at any time after the
Effective Date, establish an irrevocable rabbi trust (which shall be a grantor trust within the meaning of sections 671–677 of the Code) for the
benefit of Participants and Beneficiaries, as appropriate. Any rabbi trust so created shall have an independent trustee (such trustee to have a
fiduciary duty to carry out the terms and conditions of the Plan) as selected by the Company or the Committee. The provisions of this Article
VII shall apply only in the event that the Company exercises its discretion under this Section 7.1 and establishes a rabbi trust.
Section 7.2. Terms of the Rabbi Trust. Assets contained in the rabbi trust shall at all times be specifically subject to the claims of the
Company’s general creditors in the event of bankruptcy or insolvency; such terms shall be specifically defined within the provisions of the
rabbi trust, along with a required procedure for notifying the trustee of any such bankruptcy or insolvency.
Section 7.3. Funding of the Rabbi Trust. Subject to the other provisions of this Section 7.3, at the sole discretion of the Committee, the
Company shall contribute cash, cash equivalents, or property to the rabbi trust for the benefit of Participants and Beneficiaries, as the
Committee deems appropriate. However, the rabbi trust shall be funded immediately with an amount equal to the Actuarial Equivalent of
Participants’ and Beneficiaries’ benefits under the Plan in the event that the Company undergoes a Change of Control, as such amount is
determined by the Company’s actuary.
Section 7.4. Payments from the Rabbi Trust. To the extent any benefits provided under the Plan are actually paid from the rabbi trust, the
Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and
shall be paid by the Company.
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ARTICLE VIII
Beneficiary Designation
Each Participant may name any person (who may be named concurrently, contingently or successively) to whom the Participant’s vested
Plan benefits are to be paid if the Participant dies before the vested Plan benefits are fully distributed. Each such Beneficiary designation
(i) shall revoke all prior designations by the Participant, (ii) shall be in a form prescribed by the Committee, and (iii) shall be effective only when
filed with the Committee during the Participant’s lifetime. Designation by a married Participant of a Beneficiary other than the Participant’s
spouse shall not be effective unless the spouse executes a written consent that acknowledges the effect of the designation and is witnessed
by a notary public, or the consent cannot be obtained because the spouse cannot be located. If a Participant fails to designate a Beneficiary
before such Participant’s death, as provided above, or if the Beneficiary designated by a Participant dies before the date of the Participant’s
death or before complete payment of the Participant’s vested Plan benefits, then the payment of benefits under the Plan shall be made to the
parties entitled to receive payment of the Participant’s qualified benefits under the Base Retirement Plan.
ARTICLE IX
General Provisions
Section 9.1. Applicable Law. The Plan shall be construed and interpreted in accordance with the internal laws of the State of Delaware
without regard to its conflicts of law principles, to the extent not preempted by federal law. All payments shall comply with the requirements of
section 409A of the Code and the regulations promulgated thereunder. Notwithstanding the foregoing, under no circumstances shall an
Employer be responsible for any taxes, penalties, interest or other losses or expenses incurred by a Participant due to any failure to comply
with section 409A of the Code.
Section 9.2. Unfunded Plan. The Plan is intended to be an unfunded plan maintained primarily to provide supplemental pension benefits
for “a select group of management or highly compensated employees” within the meaning of sections 201, 301 and 401 of ERISA, and
therefore is further intended to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Committee may terminate
the Plan, subject to Article X herein, for any or all Participants, in order to achieve and maintain this intended result.
Section 9.3. Expenses. The expenses of administering the Plan shall be borne by the Employers as determined by the Company.
Section 9.4. Effect on Other Benefit Plans. Amounts credited or paid under the Plan shall not be considered to be compensation for the
purposes of a qualified pension plan maintained by the Company or any Affiliate. The treatment of such amounts under other employee
benefit plans shall be determined pursuant to the provisions of such plans.
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Section 9.5. Tax Matters. As determined by the Committee in its sole discretion, the Company, the Participant’s Employer or the trustee
shall withhold from any payment of benefits hereunder any taxes that may be due in respect of such payment in such amount as the Company
may reasonably estimate to be necessary to cover any taxes for which the Company or the Participant’s Employer may be liable. If benefits
credited or payable to a Participant become taxable before the date on which such benefits are actually paid, the Participant’s Employer shall
remit any required withholding or employment taxes to the taxing authorities and shall correspondingly reduce the amounts payable under the
Plan. If at any time the Plan is found to fail to meet the requirements of section 409A of the Code and the regulations thereunder, the Employer
may distribute the amount required to be included in the Participant’s income as a result of such failure. Any amount distributed pursuant to
this Section 9.5 shall reduce the amount owed to the Participant and offset against future payments. A Participant shall have no discretion, and
shall have no direct or indirect election, as to whether a payment will be accelerated pursuant to this Section 9.5.
Section 9.6. Indemnification and Exculpation. The members of the Board, the Committee, its agents, and officers, directors, employees
and agents of the Company and its Affiliates shall be indemnified and held harmless by the Company against and from any and all loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or
proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or
expense is due to such person’s gross negligence or willful misconduct.
Section 9.7. Immunity of Committee Members. The members of the Committee may rely upon any information, report or opinion supplied
to them by an officer of the Company, the Company’s Senior Manager Benefits World Wide or any legal counsel, independent public
accountant or actuary and shall be fully protected in relying upon any such information, report or opinion. No member of the Committee shall
have any liability to the Company or any Employer, Participant, Beneficiary, person claiming under or through any Participant or Beneficiary or
other person interested or concerned in connection with any decision made by such member pursuant to the Plan which was based upon any
such information, report or opinion if such member reasonably relied thereon in good faith.
Section 9.8. Non-Alienation of Benefits. A Participant’s benefit under the Plan shall not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subject to attachment, garnishment, levy, execution or other legal or equitable process, except to
the extent directly ordered by a court of law to comply with a domestic relations order. Any such attempted grant, transfer, pledge or
assignment shall be null and void and with out any legal effect.
The Company may establish procedures for complying with domestic relations orders and, under such procedures, may make payments
pursuant to the terms of a domestic relations order. A “domestic relations order” means any judgment, order, or settlement which is made
pursuant to a state domestic relations law and which relates to the provision of child support, alimony payments, or marital property rights to a
spouse, former spouse, child, or other dependent.
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Section 9.9. Plan Not to Affect Employment Relationship. Neither the adoption of the Plan nor its operation shall in any way affect the
right the right and power of the Company or any Affiliate to dismiss or otherwise terminate the employment or change the terms of the
employment or amount of compensation of any Participant at any time for any reason with or without cause. By accepting any payment under
the Plan; a Participant or Beneficiary and each person claiming under or through such person, shall be conclusively bound by any action or
decision taken or made or to be taken or made under the Plan by the Committee.
Section 9.10. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.
Section 9.11. Subordination of Rights. At the Committee’s request, each Participant or designated Beneficiary shall sign such documents
as the Committee may require in order to subordinate such Participant’s or designated Beneficiary’s rights under the Plan to the rights of such
other creditors of the Employers as may be specified by the Committee.
Section 9.12. Successors. All obligations of the Company under the Plan shall be binding upon any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business or assets of the Company.
Section 9.13. Payment to Incompetent. If any person entitled to benefits under the Plan shall be a minor or shall be either physically or
mentally incompetent in the judgment of the Committee, such benefits may be paid to a court-appointed guardian or trust specifically
designated for the benefit or the minor or incompetent Beneficiary. In the event of such payment, the Company, the Board and the Committee
shall be discharged from all further liability for such payment.
ARTICLE X
Amendment and Termination
Section 10.1. Amendment. The Board and the Committee shall have the right to amend the Plan from time to time except that (i) no such
amendment shall, without the consent of the Participant (or, if the Participant is deceased, such Participant’s Beneficiary), adversely affect the
Participant’s (or such Participant’s Beneficiary’s) right to any payment under the Plan, and (ii) the Plan shall be amended only to the extent,
and in the manner, permitted by section 409A of the Code. Notwithstanding the foregoing, the Company shall not be entitled to amend the
Plan after a Change of Control without the Participant’s consent.
Section 10.2. Plan Termination. The Board and the Committee shall have the right to terminate the Plan at any time to the extent, and in
the manner, permitted by section 409A of the Code; provided, however, that no termination shall alter a Participant’s (or such Participant’s
Beneficiary’s) right to any payment under the Plan. In the event the Plan is terminated, the liquidation of vested Plan benefits shall not be
permitted unless the conditions of Treasury Regulation § 1.409A-3(j)(4)(ix) are satisfied.
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IN WITNESS WHEREOF, the Company has adopted the Plan on this day of , 2008.
By:
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Exhibit 10.10

2002 INCENTIVE PLAN
(as amended November 2, 2006, December 14, 2006 and January 26, 2009)

1.1 Establishment of the Plan. Tupperware Brands Corporation, a Delaware corporation (hereinafter referred to as the “Company”),
Stock Appreciation Rights, Restricted Stock, and Performance Awards. The Plan shall become effective as of the Effective Date, and shall
remain in effect as provided in Section 1.3 herein.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the
purchased or acquired according to the Plan’s provisions.
provisions applicable to Awards granted to Participants under this Plan, including without limitation, stock option agreements,
SAR agreements and restricted stock agreements.
Exchange Act.
(f) “Cause” means (i) conviction of a Participant for committing a felony under federal law or the laws of the state in which such
action occurred, (ii) dishonesty in the course of fulfilling a Participant’s employment duties (iii) willful and deliberate failure on the
part of a Participant to perform his employment duties in any material respect, including compliance with the Company’s Code of
Conduct, or (iv) such other events as shall be determined by the Committee. The Committee shall have the sole discretion to
determine whether “Cause” exists, and its determination shall be final.
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Act) of 20 percent or more of either (1) the then outstanding Shares (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of Directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly
from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or
(4) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of
this definition; or
ii. A change in the composition of the Board such that the individuals who, as of the Effective Date of the Plan, constitute
the Board subsequent to such Effective Date, whose election, or nomination for election by the Company’s stockholders,
or
iii. The consummation of a reorganization, merger, statutory share exchange or consolidation or sale or other disposition of
all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity by the Company
or any of its subsidiaries (“Corporate Transaction”), in each case unless, following such Corporate Transaction, (1) all or
substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially
own, directly or indirectly, more than 60 percent of, respectively, the common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity
resulting from such Corporate Transaction (including, without limitation, an entity which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in
controlled by the Company or such entity resulting from such Corporate Transaction) beneficially owns, directly or
indirectly, 20 percent or more of, respectively, the outstanding shares of Common Stock of the corporation resulting from
such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled
to vote generally in the election of Directors except to the extent that such
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ownership existed with respect to the Company prior to the Corporate Transaction and (3) individuals who were members of
the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such
Corporate Transaction constitute at least a majority of the Board of Directors of the corporation resulting from such
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(i) “Commission” means the Securities and Exchange Commission or any successor agency.
(j) “Committee” means the committee described in Article 3 or (unless otherwise stated) its designee pursuant to a delegation by
(k) “Common Stock” shall mean the common stock of the Company, par value $.01 per share.
herein.
(o) “Disability” means the inability of an Employee to perform the material duties of his or her occupation as determined by the
Committee.
(q) “Employee” means any nonunion employee of the Company or of the Company’s Subsidiaries or affiliates. Directors who are
not otherwise employed by the Company shall not be considered Employees under this Plan.
(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
Stock during normal business hours on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any
other national securities exchange on which the Common Stock is listed or on NASDAQ. If there is no regular public trading market
for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.
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(v) “Insider” shall mean an Employee who is, on the relevant date, an officer, Director, or more than ten percent (10 percent)
Beneficial Owner of the Company.
(x) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article 6 herein, which is not
(y) “Option” or “Stock Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
(z) “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the
Committee.
(aa) “Outside Director” means a member of the Board who qualifies as an outside director as defined in Rule 162(m) of the Code, as
promulgated by the Internal Revenue Service (the “Service”) under the Code, or any implementing or interpretive regulations from
time to time, or any successor definition adopted by the Service.
(ab) “Participant” means an Employee of or a consultant to the Company or any of its Subsidiaries or affiliates who has been
granted an Award under the Plan.
(ac) “Performance Award” means an Award granted to a Participant, as described in Article 9 herein, including Performance Units
(ad) “Performance Goals” means the performance goals established by the Committee prior to the grant of Performance Awards
that are based on the attainment of one or any combination of the following: specified levels of net income or earnings per share
from continuing operations, operating income, revenues, return on operating assets, return on equity, stockholder return
(measured in terms of stock price appreciation) and/or total stockholder return (measured in terms of stock price appreciation plus
cash dividends), achievement of cost control, working capital turns, cash flow, net income, economic value added, segment profit,
sales force growth, or stock price of the Company or such Subsidiary, division or department of the Company for or within which
the Participant primarily renders services and that are intended to qualify under Section 162(m) (4) (c) of the Code. Such
Performance Goals also may be based upon the attaining of specified levels of Company performance under one or more of the
measures described above relative to the performance of other corporations. Such Performance Goals shall be set by the Committee
within the time period prescribed by Section 162(m) of the Code and related regulations.
(ae) “Performance Period” means a time period during which Performance Goals established in connection with Performance
Awards must be met.
(af) “Performance Unit” means an Award granted to a Participant, as described in Article 9 herein.
(ag) “Performance Share” means an Award granted to a Participant, as described in Article 9 herein.
(ah) “Restriction Period” or “Period” means the period or periods during which the transfer of Shares of Restricted Stock is limited
based on the passage of time and the continuation of service with the Company and the Shares are subject to a substantial risk of
(ai) “Person” shall have the meaning ascribed to such term in Section 3(a) (9) of the Exchange Act and used in Sections 13(d) and
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(aj) “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.
(ak) “Share” means a share of common stock of the Company.
(al) “Subsidiary” or “Subsidiaries” means any corporation or corporations in which the Company owns directly, or indirectly
through Subsidiaries, at least twenty-five percent (25 percent) of the total combined voting power of all classes of stock, or any
other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns at least twenty-five percent
(25 percent) of the combined equity thereof.
(am) “Stock Appreciation Right” or “SAR” means an Award, granted alone (Freestanding SAR) or in connection with a related
(an) “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Section 7.1 herein, the exercise of
which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the
3.1 The Committee. The Plan shall be administered by the Compensation and Directors Committee or such other committee of the Board
as the Board may from time to time designate, which shall be composed solely of not less than two Outside Directors, and shall be appointed
by and serve at the pleasure of the Board.
3.2 Authority of the Committee. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to
Employees of and to consultants to the Company and its Subsidiaries and affiliates.
(a) To select the Employees and consultants to whom Awards may from time to time be granted;
(b) To determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock and
(d) To determine (by approving the forms of Award Agreements or otherwise by resolution) the terms and conditions of any
Award granted hereunder (including, but not limited to, the Option Price (subject to Section 6.4 (a)) the duration, any vesting
condition, restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or
affiliate), any vesting acceleration or forfeiture waiver regarding any Award and the Shares relating thereto, and the impact on any
Award from termination of employment (whether as a consequence of death, Disability, retirement, action by the Company, action
by the Employee or Change of Control) of an Employee, or the termination of services of a consultant, based on such factors as the
Committee shall determine;
(e) To determine the methodology of counting Shares available for grant under the terms of the Plan.
(f) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to
adjustments; and
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(g) To determine to what extent and under what circumstances Shares and other amounts payable with respect to an Award shall
be deferred.
The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan
as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
Award Agreement relating thereto), to create sub-plans that may be desirable for limited groups of participants or jurisdictions and to
otherwise supervise the administration of the Plan.
3.3 Action of the Committee. The Committee may, to the fullest extent permitted by law and subject to such limitations and procedures as
may be required by law or as the Committee may deem appropriate, (i) delegate to an officer of the Company the authority to take actions or
make decisions pursuant to Section 2(f), Section 3.2, Section 5.2, and Section 6.4, provided that no such delegation may be made that would
cause Awards or other transactions under the Plan to cease either to be exempt from Section 16(b) of the Exchange Act or to qualify as
“qualified performance-based compensation” as such term is defined in the regulations promulgated under Section 162(m) of the Code, and
(ii) authorize any one or more of their members or any officer of the Company to execute and deliver documents on behalf of the Committee.
3.4 Decisions Binding. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the
Plan shall be two million eight hundred fifty thousand (2,850,000); provided, however, the total number of available Shares that may be used
for Restricted Stock Awards under the Plan shall be limited to two hundred thousand (200,000) and the total amount of available Shares that
may be used for Performance Awards under the Plan shall be limited to four hundred thousand (400,000) Shares. No Participant may be granted
(i) Stock Options and Freestanding SARs in any one year covering, in the aggregate, in excess of 600,000 Shares, or (ii) Performance Share
Awards in any one year in excess of 100,000 Shares. Shares subject to an Award under the Plan may be authorized and unissued Shares or
may be treasury Shares.
corresponding Tandem SAR), any Shares subject to such Award again shall be available for the grant of an Award under the Plan.
4.3 Adjustments in Authorized Shares and Prices. In the event of any change in corporate capitalization, such as a stock split, or a
partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate number
and class of Shares reserved for issuance under the Plan, in the number, kind and Option Price of Shares subject to outstanding Stock Options
or SARs, in the number and kind of Shares subject to other outstanding Awards granted under the Plan or subject to limitations such as
Restricted Stock Awards or
6
per-Participant maximum awards and/or such other equitable substitution or adjustments as it may determine to be appropriate in its sole
discretion; provided, however, that the number of Shares subject to any Award shall always be a whole number. Such adjusted Option Price
shall also be used to determine the amount payable by the Company upon the exercise of any Tandem SAR; and provided further, however,
that notwithstanding the foregoing, in the event of a change in capitalization that is the result of an equity restructuring which is not the
consequence of a corporate transaction with a third-party, such substitutions or adjustments shall be required to be made. Such substitutions
and adjustments may include, without limitation, canceling any and all Awards in exchange for cash payments based upon the value realized
by shareholders generally with respect to Shares in connection with such a corporate transaction.

5.1 Eligibility. Persons eligible to be granted Awards under this Plan include all Employees of and all consultants to the Company or any
of its Subsidiaries or affiliates, as determined by the Committee, including Employees who are members of the Board, but excluding Directors
who are not Employees.
5.2 Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees
and consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award.

6.1 Grant of Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two
granted only to employees of the Company and any “subsidiary corporation” (as such term is defined in Section 424(f) of the Code). To the
extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Non-Qualified Stock Option.
6.2 Award Agreement. Stock Options shall be evidenced by Award Agreements, the terms and provisions of which may differ. An
Award Agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock
Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant
of a Stock Option, determines the number of Shares to be subject to such Stock Option to be granted to such individual and specifies the
terms and provisions of the Stock Option, or such later date as the Committee designates. The Company shall notify a Participant of any grant
of a Stock Option, and a written Award Agreement or agreements shall be duly executed and delivered by the Company to the Participant.
Such agreement or agreements shall become effective upon execution by the Company and the Participant.
6.3 Incentive Stock Options. Notwithstanding any other provision of the Plan, no Incentive Stock Option may be granted under the Plan
on or after November 13, 2011.
6.4 Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions as the Committee shall deem desirable:
(a) Stock Option Price. The Option Price per Share purchasable under a Stock Option shall be determined by the Committee and
set forth in the Award Agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock
Option on the date of grant.
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terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only
in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such
factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock
Option.
during the term of the Stock Option by giving written notice of exercise to the Company specifying the number of Shares subject to
the Stock Option to be purchased.
Such notice shall be accompanied by payment in full of the Option Price by certified or bank check or such other instrument
as the Company may accept. Payment, in full or in part, may also be made in the form of delivery of unrestricted Shares already
owned by the optionee of the same class as the Shares subject to the Stock Option (based on the Fair Market Value of the Shares
on the date the Stock Option is exercised) and, unless such Shares were acquired in the open market, held for a period of not less
than 6 months prior to the exercise of the Stock Option, or by certifying ownership of such Shares by the Participant to the
satisfaction of the Company for later delivery to the Company as specified by the Committee; provided, however, that, in the case
of an Incentive Stock Option the right to make a payment in the form of already owned Shares of the same class as the Shares
subject to the Stock Option may be authorized only at the time the Stock Option is granted. Payment may also be made in the case
of an NQSO only by a “net share settlement” arrangement pursuant to which the Company will reduce the shares of Common Stock
issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price; provided, however, that the Company shall accept a cash or other payment from the Participant to the extent of any
remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued;
provided, further, that shares of Common Stock will no longer be outstanding under a Stock Option and will not be exercisable
thereafter to the extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to
the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations
In the discretion of the Committee and to the extent permitted by applicable law, as set forth in a form of Stock Option
agreement or in a resolution of the Committee, payment for any Shares subject to a Stock Option may also (or only) be made
pursuant to a ‘cashless exercise’, by delivering a properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase
price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more brokerage firms.
No Shares shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a stockholder
of the Company holding the class or series of Shares that is subject to such Stock Option (including, if applicable, the right to vote
the Shares and the right to receive dividends), when the optionee has given written notice of exercise and has paid in full for such
Shares.
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exercise of a Stock Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable
federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such Shares.

7.1 Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to an Employee or consultant at any time and
from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination
of these forms of SAR. In the case of a Non-Qualified Stock Option, Tandem SARs may be granted either at or after the time of grant of such
Stock Option. In the case of an Incentive Stock Option, Tandem SARs may be granted only at the time of grant of such Stock Option.
The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to the aggregate
limit on grants to individual Participants set forth in Article 4) and, consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs. However, the grant price of a Freestanding SAR shall be at least equal to the Fair Market Value of a Share
on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price of the related Option. SARs may not be repriced
without stockholder approval.
7.2 Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the
Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO;
may be for no more than one hundred percent (100 percent) of the difference between the Option Price of the underlying ISO and the Fair
Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised
only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.
7.3 Exercise of Freestanding SARs. Subject to the other provisions of this Article 7, Freestanding SARs may be exercised upon
7.4 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR,
7.5 Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, at its sole discretion; provided,
7.6 Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount
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At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
7.7 Rule 16-3 Requirements. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise
of a SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to
satisfy the requirements of any rule or interpretation promulgated under Section 16 (or any successor rule) of the Exchange Act.

Committee shall determine the Employees and consultants to whom and the time or times at which grants of Restricted Stock will be awarded,
the number of Shares to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Article 4),
the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the
8.2 Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock
law, is subject to certain restrictions on transfer as set forth in the Tupperware Corporation 2000 Incentive Plan, and in an Award
Agreement. A copy of the Plan and such Award Agreement may be obtained from Tupperware Corporation.”
(a) Subject to the provisions of the Plan and the Award Agreement referred to in Section 8.3(d), during the Restricted Period, the
Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. Within these
limits, the Committee may provide for the lapse of restrictions based upon period of service in installments or otherwise and may
accelerate or waive, in whole or in part, restrictions based upon period of service. Notwithstanding the foregoing, any Restricted
Stock Award granted hereunder shall have a Restriction Period of not less than three years, except that an aggregate amount of
Restricted Stock Awards not exceeding one-third of the Shares available for use as Restricted Stock Awards pursuant to
Section 4.1 of the Plan may be issued without a minimum Restriction Period.
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(b) Except as provided in this paragraph (b) and paragraph (a), above, and the Award Agreement, the Participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Shares that
is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash
dividends. Dividends payable in Shares and other non-cash dividends and distributions shall be held subject to the vesting of the
underlying Restricted Stock, unless the Committee determines otherwise in the applicable Award Agreement or makes an
adjustment or substitution to the Restricted Stock pursuant to Section 4.3 in connection with such dividend or distribution. In the
event that any dividend constitutes a “derivative security” or an “equity security” pursuant to Rule 16(a) under the Exchange Act,
such dividend shall be subject to a vesting period equal to the longer of: (i) the remaining vesting period of the Shares of
Restricted Stock with respect to which the dividend is paid; or (ii) six months. The Committee shall establish procedures for the
application of this provision.
(c) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates
for such Shares shall be delivered to the Participant upon surrender of the legended certificates.
(d) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.

9.1 Grant of Performance Awards. Subject to the terms of the Plan, Performance Awards may be granted to eligible Employees and
consultants at any time and from time to time, as shall be determined by the Committee, and may be granted either alone or in addition to other
Awards granted under the Plan. The Committee shall have complete discretion in determining the number, amount and timing of Awards
granted to each Participant. Such Performance Awards may take the form determined by the Committee, including without limitation, cash,
Shares, Performance Units and Performance Shares, or any combination thereof. Performance Awards may be awarded as short-term or long-
term incentives.
9.2 Performance Goals.

the number and/or value of Performance Awards that will be paid out to the Participants, and may attach to such Performance
Awards one or more restrictions, including, without limitation, a requirement that Participants pay a stipulated purchase price for
each Performance Share, or restrictions which are necessary or desirable as a result of applicable laws or regulations. Each
Performance Award may be confirmed by, and be subject to, an Award Agreement.
9.3 Value of Performance Units/Shares.

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9.4 Earning of Performance Awards. After the applicable Performance Period has ended, the holder of any Performance Award shall be
entitled to receive the payout earned by the Participant over the Performance Period, to be determined as a function of the extent to which the


The Committee may permit a Participant to elect, or the Committee may require at its sole discretion subject to the proviso set forth
below, any one or more of the following: (i) the deferral of the Participant’s receipt of cash, (ii) a delay in the exercise of an Option or SAR,
(iii) a delay in the lapse or waiver of restrictions with respect to Restricted Stock, or (iv) a delay of the satisfaction of any requirements or goals
with respect to Performance Awards; provided, however, the Committee’s authority to take such actions hereunder shall exist only to the
extent necessary to reduce or eliminate a limitation on the deductibility of compensation paid to the Participant pursuant to (and so long as
such action in and of itself does not constitute the exercise of impermissible discretion under) Section 162(m) of the Code, or any successor
provision thereunder. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such deferrals,
including provisions relating to periods of deferral, the terms of payment following the expiration of the deferral periods, and the rate of
earnings, if any, to be credited to any amounts deferred thereunder.
Article 12. Rights of Employees and Consultants

employment or status as a consultant at any time, nor confer upon any Participant any right to continue in the employ of the Company or any
of its Subsidiaries or affiliates or to continue as a consultant. For purposes of the Plan, transfer of employment of a Participant between the
Company and any one of its Subsidiaries and affiliates (or between Subsidiaries and affiliates) shall not be deemed a termination of
employment. However, if a Subsidiary or affiliate of the Company ceases to be a Subsidiary or affiliate, any Participant who is no longer
employed by or a consultant to the Company or one of its remaining Subsidiaries and affiliates following such event shall be considered to
have terminated his or her employment or consultancy, notwithstanding any continued employment or consultancy with such former
Subsidiary or affiliate.
12
12.2 Participation. No Employee or consultant shall have the right to be selected to receive an Award under this Plan, or, having been
so selected, to be selected to receive a future Award.

13.1 Treatment of Outstanding Awards. Upon the occurrence of a Change of Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental agencies or national security exchanges, or unless the
Committee shall determine otherwise in the applicable Award Agreement:
(a) Any and all Options and SARs granted hereunder shall become immediately exercisable, and shall remain exercisable
throughout their entire original term, without regard to any subsequent termination of employment or consulting agreement;
(b) Any restriction periods and restrictions imposed on Restricted Shares that are not performance-based shall lapse; and
(c) The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, performance-
based Restricted Stock Units, Performance Units, Performance Shares, and cash-based Awards (excluding any long-term Awards
issued to individual Participants and that are not broad-based programs and which are denominated in cash and paid in cash,
which may be designated as “gainsharing” Awards, but not including Performance Share Awards, and which shall continue to be
in effect) shall be deemed to have been earned on a pro-rata basis for that portion of the Performance Period(s) having elapsed
under such outstanding Awards as of the effective date of the Change of Control. The vesting of all Awards denominated in
Shares shall be deemed to have been earned on a pro-rata basis for that portion of the Performance Period(s) having elapsed under
such outstanding Awards as of the effective date of the Change of Control, and there shall be paid out to Participants in cash
within ten (10) days following the effective date of the Change of Control the value of such vested Shares in an amount equal to
the product of the number of such vested Shares and the Fair Market Value per Share determined immediately prior to the Change
of Control, based upon an assumed achievement of all relevant target performance goals. Awards denominated in cash shall be
paid on a pro-rata basis to Participants in cash within ten (10) days following the effective date of the Change of Control based
upon assumed achievement of all relevant target performance goals.
13.2 Termination, Amendment, and Modifications of Change-of-Control Provisions. Notwithstanding any other provision of this Plan or
any Award Agreement provision, the provisions of this Article 13 may not be terminated, amended, or modified in any manner that adversely
affects any then-outstanding Award without the prior written consent of the Participant if such action is taken (a) on or after the date of a
Change of Control or (b) at the request of a party seeking to effectuate a Change of Control or otherwise in anticipation of a Change of
Control.

14.1 Amendment, Modification, and Termination. Except as specifically provided in Section 13.2, at any time and from time to time, the
Board may terminate, amend, or modify the Plan. However, without the approval of the stockholders of the Company, no such amendment or
modification may:
13

14.2 Awards Previously Granted. Notwithstanding the foregoing, the Committee shall have the right to replace any previously granted
Award under the Plan with an Award equal to the value of the replaced Award at the time of replacement, as determined by the Committee in
its sole discretion, without obtaining the consent of the Participant holding such Award; provided, however, that notwithstanding the
foregoing or the terms of any Award Agreement provision, the Committee shall not modify the Option Price of an Award (reprice a Stock
Option) or issue new Options in exchange for the surrender of outstanding Options without shareholder approval; and provided, further, that
no such replacement shall deprive the Participant of any rights he or she may have pursuant to Article 13, which shall apply to the replacement
Award to the same extent as to the replaced Award.
Subject to the above provisions, the Board shall have authority to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Awards which qualify for beneficial treatment under such rules without
stockholder approval.

15.2 Share Withholding. With respect to withholding required and/or permitted upon the exercise of Options or SARs, upon the lapse
previously owned which have been held for longer than six months or purchased in the open market) having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and elections by Insiders shall additionally comply with the requirements established
by the Committee.

Article 17. Nontransferability of Awards.

Unless otherwise determined by the Committee, no Award shall be transferable (either by sale, pledge, assignment, gift, or other
alienation or hypothecation) by a Participant other than by will or by application of the laws of descent and distribution.

18.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the
14
18.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
18.3 Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,
Exchange Act. To the extent any provision of the Plan or action by the Committee fails to comply with Section 18.3, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.
deliver any certificate or certificates for Shares under the Plan prior to fulfillment of all of the following conditions:
(a) Listing or approval for listing upon notice of issuance, of such Shares on the New York Stock Exchange, Inc., or such other
18.4 Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in
15
Exhibit 10.11

SUPPLEMENTAL PLAN
(amended and restated effective January 1, 2009)


SUPPLEMENTAL PLAN
TABLE OF CONTENTS
ARTICLE I Introduction 1
Section 1.1. Name 1
Section 1.2. Purpose 1
Section 1.3. Effective Date 1
Section 1.4. Administration of the Plan 1
ARTICLE II Definitions 2
ARTICLE III Benefit Limitations Relating to the Defined Contribution Plan 5
Section 3.2. Account Allocations. 6
ARTICLE IV Benefit Limitations Relating to the Defined Benefit Plan 7
Section 4.3. Leave of Absence 7
ARTICLE V Supplemental Benefits 7
Section 5.1. Supplemental Retirement Benefit 7
ARTICLE VI Change of Control Benefit 9
Section 6.3. Time of Payment 9
ARTICLE VII Earnings 10
Section 7.1. Earnings on Accounts and Supplemental Benefit Accounts 10
Section 7.2. Earnings on Installment Payments of Defined Benefit Accounts 10
Section 7.3. Actual Investment Not Required 10
Section 7.4. Investment Notices 10
i
ARTICLE VIII Distributions 10

Section 8.1. Default Distribution Provisions 10
Section 8.2. Initial Deferral Election 11
Section 8.3. Valid Elections 11
Section 8.4. Delays in the Timing of Distributions. 11
ARTICLE IX Death Benefits 12
Section 9.1. Benefits Other Than Those Earned Under Article IV 12
Section 9.2. Benefits Earned Under Article IV 14
ARTICLE X General Provisions 14
Section 10.1. Applicable Law 14
Section 10.2. Unfunded Plan 14
Section 10.3. Expenses 15
Section 10.4. Effect on Other Benefit Plans 15
Section 10.5. Tax Matters 15
Section 10.6. Indemnification and Exculpation 15
Section 10.7. Immunity of Committee Members 15
Section 10.8. Non-Alienation of Benefits 16
Section 10.9. Plan Not to Affect Employment Relationship 16
Section 10.10. Gender and Number; Headings 16
Section 10.11. Severability 16
Section 10.12. Subordination of Rights 16
Section 10.13. Successors 17
Section 10.14. Payment to Incompetent 17
ARTICLE XI Amendment and Termination 17
Section 11.1. Amendment 17
Section 11.2. Plan Termination 17
ii
ARTICLE I
Introduction
Section 1.1. Name. The name of the Plan shall be the “Tupperware Brands Corporation Supplemental Plan.”
Section 1.2. Purpose. The Company and its Affiliates sponsor the Defined Benefit Plan and the Defined Contribution Plan for the
benefit of certain of their U.S. employees and their Beneficiaries. These plans are intended to be tax-qualified plans under section 401(a) of the
Code.
The Defined Benefit Plan and the Defined Contribution Plan are subject to limitations under section 415 of the Code that may result
in the diminution of benefits and allocations payable on behalf of certain employees. The Defined Benefit Plan and the Defined Contribution
Plan also contain certain other restrictions, including restrictions under sections 401(a)(17), 401(k) and 402(g) of the Code, that sometimes
result in a diminution of benefits and allocations available to certain highly compensated employees. The Plan was established to offset these
diminutions for persons who are eligible to participate in the Plan pursuant to Section 3.1 or 4.1. Effective July 1, 2005, benefit accruals ceased
under the Defined Benefit Plan. Thus, since that date no new benefits have been earned under the Plan in respect of the Defined Benefit Plan.
The benefits under the Plan are intended to constitute benefits under an unfunded “excess benefit plan” as defined in section 3(36) of ERISA.
Section 1.3. Effective Date. The Plan replaces the Tupperware Company Supplemental Plan, effective as of April 1, 1996, as
amended from time to time (the “Prior Plan”), effective as of January 1, 2009.
Section 1.4. Administration of the Plan. The Plan shall be administered by the Committee or its delegate. The Committee shall have,
to the extent appropriate, the same powers, rights, duties, and obligations with respect to the Plan as do the administrative committees of the
Defined Benefit Plan and the Defined Contribution Plan; provided, however, that any decision of the Committee with respect to any matter
within its authority shall be final, binding, and conclusive upon the Employers and each Participant, Supplemental Benefit Participant, former
Participant, former Supplemental Benefit Participant, designated Beneficiary and each person claiming under or through any Participant,
Supplemental Benefit Participant or designated Beneficiary, and no additional authorization or ratification by the Board of Directors or
stockholders of the Company shall be required. The Committee’s duties and authority under the Plan shall include (i) the interpretation of the
provisions of the Plan, (ii) the adoption of any rules and regulations which may become necessary or advisable in the operation of the Plan,
(iii) the making of such determinations as may be permitted or required pursuant to the Plan, and (iv) the taking of such other action as may be
deemed by the Committee as necessary for the proper administration of the Plan in accordance with its terms. Any action by the Committee
with respect to any one or more Participants or Supplemental Benefit Participants shall not be binding on the Committee as to any action to be
taken with respect to any other Participant or Supplemental Benefit Participant. Committee members may be Participants or Supplemental
Benefit Participants, but no member of the Committee may participate in any decision directly affecting the computation of his or her benefits
or rights under the Plan.
ARTICLE II
Definitions
Unless the context clearly indicates otherwise, capitalized terms in the Plan that are not defined in Article II shall have the meaning
specified in the Defined Benefit Plan or Defined Contribution Plan, as applicable, and the following terms shall have the meanings stated
below.
“Account” shall mean the account established on the Company’s financial ledgers on behalf of a Participant to which the
Participant’s Salary Reduction Contributions made before January 1, 2007 and Employer-Provided Benefits and earnings on such contributions
and benefits shall be credited.
“Affiliate” shall mean (a) a corporation that is a member of the same controlled group of corporations (within the meaning of
section 414(b) of the Code) as an Employer; (b) a trade or business (whether or not incorporated) under common control (within the meaning
of section 414(c) of the Code) with an Employer; (c) any organization (whether or not incorporated) that is a member of an affiliated service
group (within the meaning of section 414(m) of the Code) that includes (i) an Employer, (ii) a corporation described in clause (a) of this
definition or (iii) a trade or business described in clause (b) of this definition; or (d) any other entity that is required to be aggregated with an
Employer pursuant to regulations promulgated under section 414(o) of the Code by the U.S. Treasury Department. A corporation, trade or
business or entity shall be an Affiliate only for such period or periods of time during which such corporation, trade or business or entity is
described in the preceding sentence.
“Beneficiary” shall mean a person who, or entity which, is entitled to a Participant’s or Supplemental Benefit Participant’s interest
under the Plan in the event of the Participant’s or Supplemental Benefit Participant’s death, as further described in Section 9.1.
“Change of Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in
the ownership of a substantial portion of the assets” of the Company, as determined in accordance with this definition. In determining whether
an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial
portion of the assets” of the Company, the following provisions shall apply:
(a) A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting
as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than
50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with Treasury
Regulation § 1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total
voting power of the stock of the Company, or to have effective control of the Company within the meaning of part (b) of this definition,
and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall
not be considered to cause a “change in the ownership” of the Company.
2
(b) A “change in the effective control” of the Company shall occur on either of the following dates:
(i) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-
month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company
possessing 30% or more of the total voting power of the stock of the Company, as determined in accordance with Treasury
Regulation § 1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of
the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such
person or group shall not be considered to cause a “change in the effective control” of the Company; or
(ii) The date on which a majority of the members of the Company’s Board of Directors is replaced during any 12-month period
by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors
before the date of the appointment or election, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vi).
(c) A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any one
person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most
recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than
40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as
determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the
ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the
Company, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii)(B).
In the event of a merger, combination or similar corporate transaction with another entity pursuant to which both the Company and such
other entity would experience a Change of Control, a Change of Control shall not be considered to have occurred with respect to the
Company if the Company’s “change in the ownership,” “change in the effective control” or “change in the ownership of a substantial
portion of the assets”, required a lower percentage change than that of the other entity involved in such merger, combination or similar
corporate transaction.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean the Management Committee for Employee Benefits of the Company.
3
“Company” shall mean the Tupperware Brands Corporation and its successors or assigns.
“Compensation” shall have the same meaning as the term “Compensation” under the Defined Contribution Plan.
“Compensation Committee” shall mean the Compensation and Management Development Committee of the Tupperware Brands
Corporation Board of Directors.
“Defined Benefit Account” shall mean the account established on the Company’s financial ledgers on behalf of a Participant to
which the amount described in Section 4.2 shall be credited.
“Defined Benefit Plan” shall mean the Tupperware Brands Corporation Base Retirement Plan.
“Defined Contribution Plan” shall mean the Tupperware Brands Corporation Retirement Savings Plan.
“Effective Date” shall mean January 1, 2009.
“Employer” shall mean the Company, any of its Affiliates or other related entity with employees who participate in the Defined
Benefit Plan or Defined Contribution Plan.
“Employer-Contribution Benefits” shall mean the amounts of Employer Contributions that would have been allocated to a
Participant’s account under the Defined Contribution Plan but for any limitation described in Section 3.1.
“Employer-Provided Benefits” shall mean the benefits described in Section 3.2(a).
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
“Highly Compensated Employee” shall mean an employee of an Employer whom the Committee determines to be a highly
compensated employee within the meaning of section 414(q) of the Code.
“Leave of Absence” shall mean a leave, whether paid or unpaid, authorized by a Participant’s or Supplemental Benefit Participant’s
Employer for a period not to exceed the longer of (i) six months and (ii) the period of leave set forth in a written agreement between the
Participant or the Supplemental Benefit Participant, as the case may be, and his or her Employer.
“Level 1 Employee” shall mean an employee who is designated as a Level 1 employee by the Committee.
“Participant” shall mean a Highly Compensated Employee or former Highly Compensated Employee or a Level 1 Employee or former
Level 1 Employee who meets the
4
participation requirements set forth in Section 3.1, 4.1 or 6.1, as applicable, and who has not received a complete distribution of his or her
benefits under the Plan. Such term does not reference a Participant to the extent he or she is a Supplemental Benefit Participant.
“Plan” shall mean the Tupperware Brands Corporation Supplemental Plan, as amended from time to time.
“Plan Year” shall mean a calendar year.
“Retirement” shall mean an employee’s Separation from Service from his or her Employer on or after the earlier of (i) the attainment
of age 55 and completion of at least ten (10) years of service with the Employer or (ii) the attainment of age 65.
“Salary Reduction Contributions” shall mean the amount of Employer Before-Tax Contributions that a Participant would have made
to the Defined Contribution Plan for a Plan Year before the Plan Year beginning January 1, 2007 but for any limitation described in Section 3.1,
assuming that the Participant’s rate of Employee Before-Tax Contributions under the Defined Contribution Plan in effect for immediately
preceding January 1 of the relevant Plan Year remained in effect for such Plan Year.
“Separation from Service” shall mean an employee’s separation from service with the Employers, as described in Treasury
Regulation § 1.409A-1(h) or the expiration of a Leave of Absence of the Participant or Supplemental Benefit Participant, as the case may be.
“Specified Employee” shall mean an eligible employee determined by the Committee to be a “specified employee” within the
meaning of section 409A(a)(2)(B)(i) of the Code.
“Supplemental Benefit Account” shall mean the account established on the Company’s financial ledgers on behalf of a
Supplemental Benefit Participant to which his or her supplemental retirement benefits described in Section 5.1 and earnings thereon shall be
credited.
“Supplemental Benefit Participant” shall mean an employee or former employee of the Company or an Affiliate (i) who was
employed on June 30, 2005 in a position at the Director level or above, other than E.V. Goings, Chief Executive Officer of the Company, as
reflected on the payroll records of the Company or an Affiliate, (ii) whose annual rate of base pay on June 30, 2005 exceeded $120,000, and
(iii) who was actively employed by the Company or an Affiliate on December 31, 2005.
ARTICLE III
Benefit Limitations Relating to the Defined Contribution Plan
Section 3.1. Participation. Each Participant who participated in the Prior Plan under its Article III on December 31, 2008 shall
continue to participate in the Plan under this Article III as of January 1, 2009 unless he or she has received a full distribution of his or her
Account. Each other person who is a Highly Compensated Employee or a Level 1 Employee and who is a participant in the Defined
Contribution Plan shall become a Participant for purposes of this Article on the first date upon which employee contributions, employer
contributions,
5
forfeitures, compensation or allocations under the Defined Contribution Plan are restricted for such person as a result of the provisions of
section 401(a)(17), 402(g) or 415 of the Code or any successor provision thereto, or any combination of such sections, or as a result of any
limitation imposed by the Company on elective deferrals under the Defined Contribution Plan to enable it to pass the actual deferral percentage
and actual compensation percentage discrimination tests of section 401(k) and 401(m) of the Code.
Section 3.2. Account Allocations.

(a) Employer-Provided Benefits. Each Participant’s Account shall be credited (i) with amounts equal to the Participant’s Employer-
Contribution Benefits as soon as administratively practicable after the end of each quarter in which such amounts would have been
allocated to the Participant’s account under the Defined Contribution Plan but for any limitation described in Section 3.1 and
(ii) beginning with the end of the calendar quarter in which a Participant’s Compensation for a Plan Year under the Defined Contribution
Plan exceeds the limitation imposed under section 401(a)(17) of the Code and ending with the last calendar quarter of such year, with an
amount equal to 3% of the Participant’s Compensation in excess of such limitation. Amounts so credited shall be credited as of the end
of the pay period in which they otherwise would have been credited under the Defined Contribution Plan.
(b) Leave of Absence.

(i) Paid Leave. If a Participant is authorized by his or her Employer to take a paid Leave of Absence from employment, then the
Participant’s Account shall be credited with Employer-Provided Benefits during such Leave of Absence, so long as the Participant
continues to make Before-Tax Contributions to the Defined Contribution Plan during such Leave of Absence. Upon the expiration
of the paid Leave of Absence, the Participant shall be deemed to have a Separation from Service if the Participant has not returned
to employment before such expiration.
(ii) Unpaid Leave. If a Participant is authorized by his or her Employer to take an unpaid Leave of Absence from the
employment of the Employer for any reason, then the Participant’s Account shall cease to be credited with Employer-Provided
Benefits. The Participant shall be deemed to have a Separation from Service upon the expiration of such Leave of Absence if the
Participant has not returned to employment before such expiration.
Section 3.3. Vesting. A Participant’s interest in his or her Account shall become nonforfeitable when and to the extent such
account would have become nonforfeitable had it been earned under the Defined Contribution Plan. Notwithstanding the previous sentence, a
Participant (or his or her Beneficiary) shall have no right to any payment of his or her Account if the Committee determines that the Participant
engaged in a willful, deliberate or gross act of commission or omission that is substantially injurious to the finances or reputation of the
Company or any of its Affiliates.
6
ARTICLE IV
Benefit Limitations Relating to the Defined Benefit Plan
Section 4.1. Participation. Each Participant who participated in the Prior Plan under its Article IV on December 31, 2008 shall
continue to participate in the Plan under this Article IV as of January 1, 2009, unless he or she has received a full distribution of his or her
Defined Benefit Account.
Section 4.2. Benefit Amount. The Defined Benefit Account of a Participant described in Section 4.1 shall be established as of the
date of the Participant’s Separation from Service. The Defined Benefit Account shall be credited with a single, cash lump sum amount that is
the actuarial equivalent of the single life annuity under the Defined Benefit Plan that the Participant could have received under the Defined
Benefit Plan on such date if the restrictions in section 401(a)(17) or 415 of the Code (or both) did not apply, less the amount that is the actuarial
equivalent of the single life annuity the Participant could have received under the Defined Benefit Plan as of the date of his or her Separation
from Service. For purposes of this Section, “actuarial equivalent” shall be determined on the same basis as single sum distributions payable
under the Defined Benefit Plan and shall be subject to the same actuarial factors and adjustments.
Section 4.3. Leave of Absence. If a Participant described in Section 4.1 is on a Leave of Absence on December 31st of any year, then
the Participant’s Defined Benefit Account shall be established and credited with the amount described in Section 4.2 as if the first day of such
Leave of Absence were the date of the Participant’s Separation from Service. Upon the expiration of such Leave of Absence, the Participant
shall be deemed to have a Separation from Service if the Participant has not returned to employment before such expiration. If the Participant
returns to employment before the expiration of his or her Leave of Absence, then the Participant’s Defined Benefit Account shall be forfeited
and reestablished upon the Participant’s Separation from Service in accordance with Section 4.2 or the expiration of a subsequent Leave of
Absence in accordance with this Section 4.3.
Section 4.4. Vesting. A Participant’s interest in his or her Defined Benefit Account shall become nonforfeitable when and to the
extent such account would have become nonforfeitable had it been earned under the Defined Benefit Plan. Notwithstanding the previous
sentence, a Participant (or his or her Beneficiary) shall have no right to any payment of his or her Defined Benefit Account if the Committee
determines that the Participant engaged in a willful, deliberate or gross act of commission or omission that is substantially injurious to the
finances or reputation of the Company or any of its Affiliates.
ARTICLE V
Supplemental Benefits
Section 5.1. Supplemental Retirement Benefit. For each calendar year, there shall be allocated to the Supplemental Benefit Account
of each Supplemental Benefit Participant who is actively employed or on a paid Leave of Absence on the last day of such year a percentage of
the excess over $120,000 of the sum of (i) the bonus paid to the Supplemental Benefit Participant in such year (ii) the portion of the bonus that
would have been paid to the Supplemental Benefit Participant in such year but for his deferral election under the Tupperware
7
Brands Corporation Executive Deferred Compensation Plan (or any successor thereto) and (iii) such Supplemental Benefit Participant’s base
pay earned for such year. The applicable percentage of such excess is set forth below, subject to the applicable maximum set forth below.
Pe rce n tage of Base

Pay and Bonu s in Maxim u m
Age on De ce m be r 31 Exce ss of $120,000 Allocation
Under age 40 2% $ 500
Age 40 – 44 4% 1,500
Age 45 – 49 6% 4,500
Age 50 – 54 8% 7,250
Age 55 – 59 10% 9,000
over age 60 12% 13,000
Allocations to Supplemental Benefit Accounts shall be made as soon as administratively practicable after the end of each year.
Section 5.2. Vesting. A Supplemental Benefit Participant’s interest in his or her Supplemental Benefit Account shall become vested
in accordance with the following schedule:
Ve ste d
C om ple te d Ye ars of S e rvice Pe rce n tage
fewer than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
Notwithstanding the foregoing provisions of this Section 5.2, a Supplemental Benefit Participant shall become 100% vested in his or her
Supplemental Benefit Account if he or she
(a) attains age sixty-five (65) while an Employee;
(b) dies or suffers a Disability while an Employee;
(c) began participation in the Plan before January 1, 1990 and he or she attains age sixty (60) while an Employee; or
8
(d) contributions to the Plan are completely discontinued while the Supplemental Benefit Participant is an Employee or the Plan is
terminated and he or she is affected by such partial termination.
Notwithstanding the previous sentence, a Supplemental Benefit Participant (or his or her Beneficiary) shall have no right to any payment of his
or her Supplemental Benefit Account if the Committee determines that the Supplemental Benefit Participant engaged in a willful, deliberate or
gross act of commission or omission that is substantially injurious to the finances or reputation of the Company or any of its Affiliates.
ARTICLE VI
Change of Control Benefit
Section 6.1. Participation. Each Participant shall become entitled to a benefit under this Article only if he or she is covered by an
employment agreement with his or her Employer which becomes effective upon a Change of Control.
Section 6.2. Benefit Amount. A Participant described in Section 6.1 shall receive a single, cash lump sum payment pursuant to this
Article VI only if there is a Change of Control and the person incurs a Separation from Service from his or her Employer within two years
following the Change of Control. The amount payable to a Participant shall equal the excess of:
(a) the sum of the Participant’s account balance under the Defined Contribution Plan and the lump sum actuarial equivalent of his
or her benefit under the Defined Benefit Plan (using its actuarial assumptions) had the Participant been fully vested in such plans on the
date of his or her Separation from Service; over
(b) the sum of the Participant’s vested account balance under the Defined Contribution Plan and the lump sum actuarial equivalent
of his or her vested benefit under the Defined Benefit Plan (using its actuarial assumptions) on the date of his or her Separation from
Service.
Section 6.3. Time of Payment. The amount described in Section 6.2 shall be paid to a Participant before the ninetieth day after the
date of his or her Separation from Service. Notwithstanding the immediately preceding sentence, if a Participant is a Specified Employee on the
date of the Participant’s Separation from Service, such amount shall be paid to the Participant on the first day of the month following the date
that is six months after the date of the Participant’s Separation from Service. The payment delayed pursuant to the immediately preceding
sentence shall be paid to the Participant as soon as practicable, and in no event more than sixty days, after the date which is six months after
the date of Separation from Service or, if earlier, the date of the Participant’s death.
9
ARTICLE VII
Earnings
Section 7.1. Earnings on Accounts and Supplemental Benefit Accounts. The balance of each Account shall be adjusted monthly
and the balance of each Supplemental Benefit Account shall be adjusted quarterly to reflect the amount of earnings on the Fidelity Managed
Income Portfolio Fund to be credited or debited to such accounts, as adjusted by the Committee pursuant to this Section 7.1, for the relevant
period. These adjustments shall be made until the date the Account or Supplemental Benefit Account, as the case may be, is completely
distributed, unless installment payments were elected pursuant to Section 8.2, in which case adjustments will cease as of the date of the
Separation from Service of the Participant or Supplemental Participant, as the case may be. In determining the amount of adjustment, the
Committee may take into account fees and expenses incurred in the administration of the Plan.
Section 7.2. Installment Payments. If a Participant or Supplemental Participant elected annual installments pursuant to Section 8.2,
then the Plan’s actuary will calculate as of the first day of the month immediately prior to the month in which the installments are to commence
the 10 year certain annuity Actuarially Equivalent value of his or her vested benefit under the Plan. After the calculation is completed, any
earnings adjustments pursuant to Section 7.1 shall cease. The Committee may authorize the actuary to take into account fees and expenses
incurred in the administration of the Plan before calculating the 10 year certain annuity value of such vested benefit.
Section 7.3. Actual Investment Not Required. The amounts credited to a Participant’s or Supplemental Benefit Participant’s
accounts need not actually be invested in the Fidelity Managed Income Portfolio Fund. If the Company should from time to time make any
investment similar to the Fidelity Managed Income Portfolio Fund, such investment shall be solely for the Company’s own account and the
Participant or Supplemental Benefit Participant, as the case may be, shall have no right, title or interest therein. Accordingly, each Participant
and Supplemental Benefit Participant is solely an unsecured creditor of the Company and his or her Employer with respect to any amount
payable to him or her under the Plan.
Section 7.4. Investment Notices. An annual statement describing the performance of the Fidelity Managed Income Portfolio Fund
shall be provided to Participants and Supplemental Benefit Participants.
ARTICLE VIII
Distributions
Section 8.1. Default Distribution Provisions. To the extent a Participant or Supplemental Benefit Participant does not make an
election pursuant to Section 8.2, his or her vested Account, vested Defined Benefit Account and vested Supplemental Benefit Account, as
applicable, shall be paid in a single, cash lump sum to the Participant or Supplemental Benefit Participant within 60 days after the seventh
month following the month in which the date of Participant’s or Supplemental Benefit Participant’s Separation from Service occurs.
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Section 8.2. Initial Deferral Election. A Participant’s or Supplemental Benefit Participant’s initial deferral election with respect to the
time and form of payment of his or her vested benefit under the Plan shall be effective only if submitted before the earliest to occur of (i) the
beginning of the first year in which the Participant or Supplemental Benefit Participant earns a benefit under the Plan, (ii) for a newly eligible
Participant or Supplemental Benefit Participant who was not then eligible under any other excess benefit plan within the meaning of the
Treasury Regulation § 1.409A-2(a)(7)(iii), no later than thirty (30) days after the beginning of the calendar year immediately following the first
year in which such Participant earns a benefit under Article IV and (iii) for a newly eligible Participant or Supplemental Benefit Participant who
was not then eligible under any other nonqualified deferred compensation plan of the same type maintained by the Company or any Affiliate,
within thirty (30) days of the date he or she becomes newly eligible. Such a Participant or Supplemental Benefit Participant may elect to receive
his or her vested benefits under the Plan (i) in a single, cash lump sum payable on the first day of the seventh month after the date of his or her
Separation from Service, (ii) in a single, cash lump sum payable on the first day of the thirteenth month after the date of his or her Separation
from Service, (iii) in substantially level annual installments over a period of ten (10) years beginning on the first day of the seventh month after
the date of his or her Separation from Service, or (iv) in substantially level annual installments over a period of ten (10) years beginning on the
first day of the thirteenth month after the date of his or her Separation from Service. A Participant or Supplemental Benefit Participant shall be
allowed to make two initial elections, one of which shall become effective upon his or her Retirement and the other shall become effective upon
his or her Separation from Service other than by reason of Retirement if such Separation from Service occurs prior to his or her Retirement.
Section 8.3. Valid Elections. All elections under the Plan made by a Participant or Supplemental Benefit Participant must be
completed and signed by the Participant or Supplemental Benefit Participant, timely delivered to the Committee and accepted by the Committee
in order for such elections to be valid.
Section 8.4. Delays in the Timing of Distributions.

(a) Section 162(m). The Company shall delay a payment to a Participant or Supplemental Benefit Participant, as the case may be, to
the extent the Company reasonably anticipates that if the payment were made as scheduled, the Company would not be permitted fully to
deduct the payment under section 162(m) of the Code, provided that the payment is made, at the Company’s discretion, either (i) during
the Participant’s or Supplemental Benefit Participant’s first taxable year in which the Company reasonably anticipates that the payment
would be deductible for such year or (ii) during the period beginning with the date of the Participant’s or Supplemental Benefit
Participant’s Separation from Service and ending on the later of (y) the last day of the Company’s taxable year in which the Participant’s
or Supplemental Benefit Participant’s Separation from Service occurs and (z) the fifteenth day of the third month following the
Participant’s or Supplemental Benefit Participant’s Separation from Service. If a payment is delayed to a date on or after the Participant’s
or Supplemental Benefit Participant’s Separation from Service, however, and the Participant or Supplemental Benefit Participant, as the
case may be, is a Specified Employee on the date of his or her Separation from Service, then the payment is treated as a payment on
account of the
11
Participant’s or Supplemental Benefit Participant’s Separation from Service. Thus, in the case of a delayed payment to such a Participant
or Supplemental Benefit Participant, the payment shall be made during the period beginning with the date that is six months after the
Participant’s or Supplemental Benefit Participant’s Separation from Service and ending on the later of (y) the last day of the Company’s
taxable year in which occurs the last day of the sixth month period beginning on the date after the Participant’s or Supplemental Benefit
Participant’s Separation from Service and (z) the fifteenth day of the third month following the last day of the sixth month beginning on
the date after the Participant’s or Supplemental Benefit Participant’s Separation from Service. The Account or the Supplemental Benefit
Account, as the case may be, shall continue to be adjusted in accordance with Section 7.1 until it is fully paid to the Participant or
Supplemental Benefit Participant or such participant’s Beneficiary.
(b) Distributions That Would Violate Applicable Law. If the Company reasonably anticipates that a payment would violate a
Federal securities law or other applicable law, then the payment shall be delayed until the earliest date the Company reasonably
anticipates that the payment can be made without a violation of law.
(c) Other Delays. The Company may delay a payment upon any other event or condition prescribed by the Internal Revenue
Service that is published in the Internal Revenue Bulletin.
ARTICLE IX
Death Benefits
Section 9.1. Benefits Other Than Those Earned Under Article IV. Except with respect to a Participant or his or her surviving spouse
in respect of such Participant’s Defined Benefit Account, a Participant, Supplemental Benefit Participant, Alternate Payee or surviving spouse
Beneficiary of a deceased Participant or Supplemental Benefit Participant may designate a Beneficiary or Beneficiaries to receive his or her
vested benefit under the Plan, in the event of his or her death and may change his or her designation of Beneficiaries from time to time during
his or her lifetime. Such a change shall be on a form filed with the Committee that is either approved by, or acceptable to, the Committee.
(i) The Beneficiary of each Participant or Supplemental Benefit Participant who is married shall be the surviving spouse of
such Participant or Supplemental Benefit Participant, unless such spouse consents in writing to the designation of another
Beneficiary or Beneficiaries. Each married Participant or Supplemental Benefit Participant may, from time to time, change his or her
designation of Beneficiaries; provided, however, that the Participant or Supplemental Benefit Participant may not change his or her
Beneficiary without the written consent of his or her spouse, unless such spouse’s prior consent expressly permits designations
by the Participant or Supplemental Benefit Participant without any requirement of further consent by the spouse.
(ii) Beneficiary designations shall be on a form provided by, or otherwise acceptable to, the Committee and shall not be
effective for any purpose
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until the form has been filed with the Committee by the Participant, Supplemental Benefit Participant, Alternate Payee or surviving
spouse Beneficiary of a deceased Participant or Supplemental Benefit Participant during his or her lifetime. In the event that a
Participant, Supplemental Benefit Participant or surviving spouse Beneficiary of a deceased Participant or Supplemental Benefit
Participant fails to designate a Beneficiary, or if for any reason such designation shall be legally ineffective, or if all designated
Beneficiaries predecease him or her or die simultaneously with him or her, distribution shall be made to his or her spouse; or if
none, to his or her surviving children in equal shares; or if none, to his or her surviving parents in equal shares; or if none, his or
her surviving siblings; or if none, to his or her estate. In the event that an Alternate Payee fails to designate a Beneficiary, or if for
any reason such designation shall be legally ineffective, or if all Beneficiaries predecease such Alternate Payee or die
simultaneously with him or her, distribution shall be made to the Alternate Payee’s estate. If a Beneficiary dies after the death of
the Participant, Supplemental Benefit Participant, Alternate Payee or surviving spouse Beneficiary of a deceased Participant or
Supplemental Benefit Participant, but prior to receiving the distribution that would have been made to such Beneficiary had such
Beneficiary’s death not occurred, then, for purposes of the Plan, the distribution that would have been received by such
Beneficiary shall be made to such Beneficiary’s estate.
(iii) The written consent described in Section 9.1(b) shall acknowledge the effect of such election and shall be witnessed by a
notary public or by a person authorized to do so by the Committee.
(iv) For purposes of this Section 9.1, “Alternate Payee” means an alternate payee, as that term is defined in section 414(p) of
the Code, and for whom a qualified domestic relations order creates, recognizes or assigns the right to receive all or a portion of a
Participant’s or Supplemental Benefit Participant’s vested benefit under the Plan.
(v) In the event of a Participant’s or Supplemental Benefit Participant’s death before the commencement of benefits, other
than his or her benefits attributable to his or her Defined Benefit Account, the Beneficiary of the Participant or Supplemental
Benefit Participant, as the case may be, shall receive such benefits in a single, cash lump sum distribution as soon as practicable
after such Participant’s or Supplemental Benefit Participant’s death but no later than ninety (90) days thereafter.
(vi) In the event a Participant or Supplemental Benefit Participant dies after installment payments have commenced and before
all installment payments have been made, the Beneficiary or Beneficiaries of such Participant or Supplemental Benefit Participant
shall receive the remaining installment payments at the same time such Participant or Supplemental Benefit Participant would have
received the payments had the Participant or Supplemental Benefit Participant, as the case may be, continued to be alive at such
times.
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Section 9.2. Benefits Earned Under Article IV. The surviving spouse of a Participant who dies (i) before the payment of the
Participant’s Defined Benefit Account has commenced and (ii) after attaining his or her Earliest Retirement Age shall receive a cash lump sum
payment that is the Actuarial Equivalent of the survivor portion of the joint and 50% survivor annuity to which the Participant would have
been entitled under the Defined Benefit Plan on the date immediately prior to his or her death if the restrictions in section 401(a)(17) or 415 of
the Code (or both) did not apply. The surviving spouse of a Participant who dies (i) before the payment of the Participant’s Defined Benefit
Account has commenced and (ii) on or before his or her Earliest Retirement Age shall receive a cash lump sum payment that is the Actuarial
Equivalent of the survivor portion of the joint and 50% survivor annuity to which the Participant would have been entitled on the date
immediately prior to his or her death (unless the Participant had a Separation from Service before his or her death, in which case the date of
such Separation from Service shall apply) if the restriction in section 401(a)(17) or 415 of the Code (or both) did not apply, reduced as
described in the immediately following sentence, but assuming that the Participant survived to his or her Earliest Retirement Age, retired with a
benefit under the Defined Benefit Plan at his or her Earliest Retirement Age and died on the day after the date he or she would have attained
his or her Earliest Retirement Age. The vested amount of the deceased Participant’s joint and 50% survivor annuity, upon which his or her
surviving spouse’s benefit shall be based, shall be reduced for early commencement, but shall not be reduced to reflect the period of coverage
under the preretirement survivor annuity. Benefits earned under Article IV shall be calculated and subject to the same actuarial factors and
adjustments used in determining the death benefits under the Defined Benefit Plan. The cash lump sum payment to a Participant’s surviving
spouse shall be made on the first business day of the month next following the later of the month in which the Participant’s death occurs and
the month in which the Participant’s Earliest Retirement Age would have occurred. There are no other death benefits payable under the Plan
with respect to a Participant’s Defined Benefit Account.
ARTICLE X
General Provisions
Section 10.1. Applicable Law. The Plan shall be construed and interpreted in accordance with the internal laws of the State of
Delaware without regard to its conflicts of law principles, to the extent not preempted by federal law. All payments hereunder shall comply with
the requirements of section 409A of the Code and the regulations promulgated thereunder. Notwithstanding the foregoing, under no
circumstances shall an Employer be responsible for any taxes, penalties, interest or other losses or expenses incurred by a Participant or
Supplemental Benefit Participant due to any failure to comply with section 409A of the Code.
Section 10.2. Unfunded Plan. All amounts paid under the Plan shall be paid in cash from the general assets of the Participant’s or
Supplemental Benefit Participant’s Employer. Such amounts shall be reflected on the accounting records of such Employer but shall not be
construed to create or require the creation of a trust, custodial account, or escrow account. Neither a Participant nor a Supplemental Benefit
Participant shall have any right, title, or interest whatever in or to any investment reserves, accounts, or funds that the Company and Affiliates
may purchase, establish, or accumulate to aid in providing benefits under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create a trust or
14
fiduciary relationship of any kind between the Company and Affiliates and an employee or any other person. No Participant, Supplemental
Benefit Participant or Beneficiary of such a participant shall acquire any interest greater than that of an unsecured creditor.
Section 10.3. Expenses. The expenses of administering the Plan shall be borne by the Employers as determined by the Committee.
Section 10.4. Effect on Other Benefit Plans. Amounts credited or paid under the Plan shall not be considered to be compensation
for the purposes of a qualified pension plan maintained by the Company or any Employer. The treatment of such amounts under other
employee benefit plans shall be determined pursuant to the provisions of such plans.
Section 10.5. Tax Matters. As determined by the Committee in its sole discretion, the Company, the Participant’s or Supplemental
Benefit Participant’s Employer or the trustee shall withhold from any payment of benefits hereunder any taxes that may be due in respect of
such payment in such amount as the Company may reasonably estimate to be necessary to cover any taxes for which the Company or the
Participant’s or Supplemental Benefit Participant’s Employer may be liable. If benefits credited or payable to a Participant or Supplemental
Benefit Participant under the Plan become taxable before the date on which such benefits are actually paid, the Participant’s or Supplemental
Benefit Participant’s Employer shall remit any required withholding or employment taxes to the taxing authorities and shall correspondingly
reduce the amounts payable under the Plan. If at any time the Plan is found to fail to meet the requirements of section 409A of the Code and
the regulations thereunder, the Employer may distribute the amount required to be included in the Participant’s or Supplemental Benefit
Participant’s income as a result of such failure. Any amount distributed pursuant to this Section 10.5 shall be charged against amounts owed
to the Participant or Supplemental Benefit Participant and offset against future payments. A Participant or Supplemental Benefit Participant
shall have no discretion, and shall have no direct or indirect election, as to whether a payment shall be accelerated pursuant to this
Section 10.5.
Section 10.6. Indemnification and Exculpation. The members of the Committee, its agents, and officers, directors, employees and
agents of the Company and its Affiliates shall be indemnified and held harmless by the Company against and from any and all loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or
proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a
judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or
expense is due to such person’s gross negligence or willful misconduct.
Section 10.7. Immunity of Committee Members. The members of the Committee may rely upon any information, report or opinion
supplied to them by an officer of the Company, the Company’s Senior Manager Benefits World Wide or any legal counsel, independent public
accountant, actuary or advisor and shall be fully protected in relying upon any such information, report or opinion. No member of the
Committee shall have any liability to the Company, or any Employer, Participant, Supplemental Benefit Participant, former
15
Participant, former Supplemental Benefit Participant, designated Beneficiary, person claiming under or through any Participant, Supplemental
Benefit Participant or designated Beneficiary or other person interested or concerned in connection with any decision made by such member
pursuant to the Plan which was based upon any such information, report or opinion if such member reasonably relied thereon in good faith.
Section 10.8. Non-Alienation of Benefits. A Participant’s or Supplemental Benefit Participant’s rights to the amount credited to his
or her Account or Supplemental Benefit Account, as the case may be, under the Plan shall not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subject to attachment, garnishment, levy, execution or other legal or equitable process, except to
the extent directly ordered by a court of law to comply with a domestic relations order. Any such attempted grant, transfer, pledge or
assignment shall be null and void and without any legal effect.
The Company may establish procedures for complying with domestic relations orders and, under such procedures, may make
payments from the Participant’s Account pursuant to the terms of a domestic relations order. A “domestic relations order” means any
judgment, order, or settlement which is made pursuant to a state domestic relations law and which relates to the provision of child support,
alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent.
Section 10.9. Plan Not to Affect Employment Relationship. Neither the adoption of the Plan nor its operation shall in any way affect
the right and power of the Employers to dismiss or otherwise terminate the employment or change the terms of the employment or amount of
compensation of any Participant or Supplemental Benefit Participant at any time for any reason with or without cause. By accepting any
payment under the Plan, each Participant, Supplemental Benefit Participant, former Participant, former Supplemental Benefit Participant,
designated Beneficiary and each person claiming under or through such person, shall be conclusively bound by any action or decision taken
or made or to be taken or made under the Plan by the Committee.
Section 10.10. Gender and Number; Headings. Wherever any words are used herein in the masculine gender they shall be
construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.
Headings of sections and subsections of the Plan are inserted for convenience of reference and are not part of the Plan and are not to be
considered in the construction thereof.
Section 10.11. Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if illegal or invalid provisions had never
been set forth herein. The Company shall have the privilege and opportunity to correct and remedy any illegality or invalidity by amending the
Plan pursuant to Section 11.1.
Section 10.12. Subordination of Rights. At the Committee’s request, each Participant, Supplemental Benefit Participant or
designated Beneficiary shall sign such
16
documents as the Committee may require in order to subordinate such Participant’s, Supplemental Benefit Participant’s or designated
Beneficiary’s rights under the Plan to the rights of such other creditors of the Employers as may be specified by the Committee.
Section 10.13. Successors. The Plan is binding on all persons entitled to benefits hereunder and their respective heirs and legal
representatives, on the Committee and its successors, on the Employers, and their successors, whether by way of merger, consolidation,
purchase or otherwise.
Section 10.14. Payment to Incompetent. If any person entitled to benefits under the Plan shall be a minor or shall be either
physically or mentally incompetent in the judgment of the Committee, such benefits may be paid to a court-appointed guardian or trust
specifically designated for the benefit or the minor or incompetent Beneficiary. In the event of such payment, the Company, the Board of
Directors and the Committee shall be discharged from all further liability for such payment.
ARTICLE XI
Amendment and Termination
Section 11.1. Amendment. The Compensation Committee shall have the right to amend the Plan from time to time except that (i) no
such amendment shall, without the consent of the Participant or Supplemental Benefit Participant (or, if the Participant or Supplemental Benefit
Participant is deceased, such participant’s Beneficiary), adversely affect the Participant’s or Supplemental Benefit Participant’s (or such
participant’s Beneficiary’s) right to any payment under the Plan, and (ii) the Plan shall be amended only to the extent, and in the manner,
permitted by section 409A of the Code. Notwithstanding the foregoing, the Company shall not be entitled to amend the Plan after a Change of
Control without the Participant’s or Supplemental Benefit Participant’s consent.
Section 11.2. Plan Termination. The Compensation Committee shall have the right to terminate the Plan at any time to the extent,
and in the manner, permitted by section 409A of the Code; provided, however, that no termination shall alter a Participant’s or Supplemental
Benefit Participant’s (or such participant’s Beneficiary’s) right to any payment under the Plan. In the event the Plan is terminated, the
liquidation of vested Accounts shall not be permitted unless the conditions of Treasury Regulation § 1.409A-3(j)(4)(ix) are satisfied.
IN WITNESS WHEREOF, the Company has adopted the Plan on this day of , 2008.
By:
17
Exhibit 10.12
2006 INCENTIVE PLAN
(as amended December 14, 2006 and January 26, 2009)
ARTICLE 1. Establishment, Purpose, and Duration

1.1. Establishment of the Plan. Tupperware Brands Corporation, a Delaware corporation (hereinafter referred to as the “Company”),
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and other stock-based and non-stock-based awards.
The Plan shall become effective as of the Effective Date, and shall remain in effect as provided in Section 1.3 herein.
1.2. Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the
1.3. Duration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of
purchased or acquired according to the Plan’s provisions.
ARTICLE 2. Definitions
SARs, Restricted Stock, Restricted Stock Units, Performance Awards or other stock-based awards.
provisions applicable to Awards granted to Participants under this Plan, including without limitation, stock option agreements, SAR
agreements and restricted stock agreements.
Exchange Act.
the Plan is to be paid in case of the Participant’s death or physical or mental incapacity, as determined by the Committee, before he or she
receives any or all of such benefit.
(f) “Cause” means (i) “Cause” as defined in any employment, consulting or similar agreement between the Participant and the
Company or one of its Subsidiaries or affiliates (an “Individual Agreement”), or (ii) if there is no such Individual Agreement or if it does not
define Cause, (A) conviction of a Participant for committing a felony under federal law or the laws of the state in which such action occurred,
(B) dishonesty in the course of fulfilling a Participant’s employment duties, (C) willful and deliberate failure on the part of a Participant to
perform his employment duties in any material respect, including compliance with the Company’s
Code of Conduct, or (D) before a Change of Control, such other events as shall be determined by the Committee. Before a Change of Control,
the Committee shall, unless otherwise provided in an Individual Agreement, have the sole discretion to determine whether “Cause” exists with
respect to subclauses (A), (B) and (C) above, and its determination shall be final.

Act) of 20 percent or more of either (1) the then outstanding Shares (the “Outstanding Company Common Stock”) or (2) the combined
voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of Directors (the
“Outstanding Company Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than
an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any Person pursuant to a
transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this definition; or
ii. A change in the composition of the Board such that the individuals who, as of the Effective Date of the Plan, constitute the
Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, for purposes of this definition, that any individual who becomes a member of the Board subsequent to such
Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority
of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any
such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or
threatened solicitation of proxies or consents by or on behalf of a person or legal entity other than the Board shall not be so considered
as a member of the Incumbent Board; or
iii. The consummation of a reorganization, merger, statutory share exchange or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets or stock of another entity by the Company or any of its
subsidiaries or other similar transactions (“Corporate Transaction”), in each case unless, following such Corporate Transaction, (1) all or
substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or
indirectly, more than 50 percent of, respectively, the common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Corporate
Transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or such entity resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20 percent or more of, respectively, the outstanding shares of Common Stock of the corporation
resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of Directors except to the extent that such ownership existed with respect to the Company prior
to the Corporate Transaction and (3) individuals who were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such Corporate Transaction constitute at least a majority of the Board of Directors
of the corporation resulting from such Corporate Transaction; or
2
(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time.
(i) “Commission” means the Securities and Exchange Commission or any successor agency.
(j) “Committee” means the committee described in Article 3 or (unless otherwise stated) its designee pursuant to a delegation by
(k) “Common Stock” shall mean the common stock of the Company, par value $.01 per share.
herein.
(o) “Disability” means the inability of an Employee to perform the material duties of his or her occupation as determined by the
Committee.
(p) “Effective Date” means the date the Plan is approved by the stockholders of the Company.
(q) “Employee” means any nonunion employee of the Company or of the Company’s Subsidiaries or affiliates. Directors who are
not otherwise employed by the Company shall not be considered Employees under this Plan.
(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
Stock during normal business hours on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed or on NASDAQ. If there is no regular public trading market for such
Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith.
(v) “Insider” shall mean an Employee who is, on the relevant date, an officer, Director, or more than ten percent (10 percent)
Beneficial Owner of the Company.
3
(w) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article 6 herein, which is not
(x) “Option” or “Stock Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
Committee.
(z) “Outside Director” means a member of the Board who qualifies as an outside director as defined in Rule 162(m) of the Code, as
promulgated by the Internal Revenue Service (the “Service”) under the Code, or any implementing or interpretive regulations from time to time,
or any successor definition adopted by the Service.
(aa) “Participant” means an Employee of or a consultant to the Company or any of its Subsidiaries or affiliates who has been
granted an Award under the Plan.
(bb) “Performance Award” means an Award granted to a Participant, as described in Article 10 herein, including Performance Units
(cc) “Performance Goals” means the performance goals established by the Committee prior to the grant of Performance Awards that
are based on the attainment of one or any combination of the following: specified levels of net income or earnings per share from continuing
operations, operating income, revenues, return on operating assets, return on equity, stockholder return (measured in terms of stock price
appreciation) and/or total stockholder return (measured in terms of stock price appreciation plus cash dividends), achievement of cost control,
working capital turns, cash flow, net income, economic value added, segment profit, sales force growth, or stock price of the Company or such
Subsidiary, division or department of the Company for or within which the Participant primarily renders services and that are intended to
qualify under Section 162(m) (4) (c) of the Code. Such Performance Goals also may be based upon the attaining of specified levels of Company
performance under one or more of the measures described above relative to the performance of other corporations. Such Performance Goals
shall be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations.
(dd) “Performance Period” means a time period during which Performance Goals established in connection with Performance
Awards must be met.
(ee) “Performance Unit” means an Award granted to a Participant, as described in Article 10 herein.
(ff) “Performance Share” means an Award granted to a Participant, as described in Article 10 herein.
(gg) “Restriction Period” or “Period” means the period or periods during which the transfer of Shares of Restricted Stock is limited
based on the passage of time and the continuation of service with the Company and the Shares are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
(hh) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
(ii) “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.
(jj) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 9 herein.
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(kk) “Share” means a share of common stock of the Company.
(ll) “Subsidiary” or “Subsidiaries” means any corporation or corporations in which the Company owns directly, or indirectly
through Subsidiaries, at least twenty-five percent (25 percent) of the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the Company owns at least twenty-five percent (25 percent) of the
(mm) “Stock Appreciation Right” or “SAR” means an Award, granted alone (Freestanding SAR) or in connection with a related
(nn) “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Section 7.1 herein, the exercise of
which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option, the
Tandem SAR shall similarly be cancelled).
ARTICLE 3. Administration
3.1. The Committee. The Plan shall be administered by the Compensation and Governance Committee or such other committee of the
Board as the Board may from time to time designate, which shall be composed solely of not less than two Outside Directors, and shall be
appointed by and serve at the pleasure of the Board.
3.2. Authority of the Committee. The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan to
Employees of and to consultants to the Company and its Subsidiaries and affiliates.
(a) To select the Employees and consultants to whom Awards may from time to time be granted;
(b) To determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock,
Restricted Stock Units, Performance Awards or other stock-based or non-stock-based awards or any combination thereof are to be granted
hereunder;
(d) To determine (by approving the forms of Award Agreements or otherwise by resolution) the terms and conditions of any
Award granted hereunder (including, but not limited to, the Option Price (subject to Section 6.4 (a)) the duration, any vesting condition,
restriction or limitation (which may be related to the performance of the Participant, the Company or any Subsidiary or affiliate), any vesting
acceleration or forfeiture waiver regarding any Award and the Shares relating thereto, and the impact on any Award from termination of
employment (whether as a consequence of death, Disability, retirement, action by the Company, action by the Employee or Change of Control)
of an Employee, or the termination of services of a consultant, based on such factors as the Committee shall determine;
(e) To determine the methodology of counting Shares available for grant under the terms of the Plan.
(f) To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including but not limited to
Performance Goals, unless at the time of establishment of goals the Committee shall have precluded its authority to make such adjustments;
and
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(g) To determine to what extent and under what circumstances Shares and other amounts payable with respect to an Award shall
be deferred.
The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it
shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award
Agreement relating thereto), to create sub-plans that may be desirable for limited groups of participants or jurisdictions and to otherwise
3.3. Action of the Committee. The Committee may, to the fullest extent permitted by law and subject to such limitations and procedures
as may be required by law or as the Committee may deem appropriate, (i) delegate to an officer of the Company the authority to take actions or
make decisions pursuant to Section 2(f), Section 3.2, Section 5.2, and Section 6.4, provided that no such delegation may be made that would
cause Awards or other transactions under the Plan to cease either to be exempt from Section 16(b) of the Exchange Act or to qualify as
“qualified performance-based compensation” as such term is defined in the regulations promulgated under Section 162(m) of the Code, and
(ii) authorize any one or more of their members or any officer of the Company to execute and deliver documents on behalf of the Committee.
3.4. Decisions Binding. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the
ARTICLE 4. Shares Subject to the Plan

4.1. Number of Shares. Subject to adjustment as provided in Section 4.3 herein, the total number of Shares available for grant under the
Plan shall be the sum of (x) 2,395,000 and (y) the number of Shares that remain available for issuance under the Tupperware Corporation 1996
Incentive Plan, the Tupperware Corporation 2000 Incentive Plan and the Tupperware Corporation 2002 Incentive Plan (collectively the “Prior
Plans”). The total number of available Shares that may be used for Stock Options intended to be Incentive Stock Options, under the Plan shall
be 2,395,000 Shares, the total number of available shares that may be used for Restricted Stock Awards under the Plan shall be limited to
1,197,500 and the total amount of available Shares that may be used for Performance Awards under the Plan shall be limited to 1,050,500. No
Participant may be granted (i) Stock Options and Freestanding SARs in any one year covering, in the aggregate, in excess of 750,000 Shares, or
(ii) Restricted Stock, Restricted Stock Units and Performance Awards in any one year in excess of 250,000 Shares. Shares subject to an Award
under the Plan may be authorized and unissued Shares or may be treasury Shares. As of the Effective Date, the Company shall cease to grant
awards under the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan and the Tupperware
Corporation 2002 Incentive Plan (collectively the “Prior Plans”). Unused Shares available for the grant of awards under the Prior Plans shall be
available for the grant of awards under the Plan and shall not be counted for purposes of determining the maximum number of Shares available
for delivery under the Plan except as specified in the first sentence of this Section 4.1., and provided that any such shares shall be limited for
use as Restricted Stock Awards under the Plan as they were limited under the Prior Plans.
4.2. Lapsed Awards/Withheld Shares. If any Award granted under this Plan or the Prior Plans is cancelled, forfeited, terminates, expires,
or lapses for any reason (with the exception of the termination of a Tandem SAR upon exercise of the related Option or the termination of a
related Option upon exercise of the corresponding Tandem SAR), any Shares subject to such Award again shall be available for the grant of
an Award under the Plan.
4.3. Adjustments in Authorized Shares and Prices. In the event of any change in corporate capitalization, such as a stock split, or a
partial or complete liquidation of the Company, the Committee or Board may make such substitution or adjustments in the aggregate
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number and class of Shares reserved for issuance under the Plan, in the number, kind and Option Price of Shares subject to outstanding Stock
Options or SARs, in the number and kind of Shares subject to other outstanding Awards granted under the Plan or subject to limitations such
as Restricted Stock Awards or Restricted Stock Units or per-Participant maximum awards and/or such other equitable substitution or
adjustments as it may determine to be appropriate in its sole discretion; provided, however, that the number of Shares subject to any Award
shall always be a whole number; and provided further, however, that notwithstanding the foregoing, in the event of a change in capitalization
that is the result of an equity restructuring which is not the consequence of a corporate transaction with a third-party, such substitutions or
adjustments shall be required to be made. Such adjusted Option Price shall also be used to determine the amount payable by the Company
upon the exercise of any Tandem SAR. Such substitutions and adjustments may include, without limitation, canceling any and all Awards in
exchange for cash payments based upon the value realized by shareholders generally with respect to Shares in connection with such a
corporate transaction.
ARTICLE 5. Eligibility and Participation

5.1. Eligibility. Persons eligible to be granted Awards under this Plan include all Employees of and all consultants to the Company or
any of its Subsidiaries or affiliates, and all prospective Employees of and consultants to the Company or any of its Subsidiaries or affiliates, as
5.2. Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees
and consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award.
ARTICLE 6. Stock Options

6.1. Grant of Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two
granted only to employees of the Company and any “subsidiary corporation” (as such term is defined in Section 424(f) of the Code). To the
extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Non-Qualified Stock Option.
6.2. Award Agreement. Stock Options shall be evidenced by Award Agreements, the terms and provisions of which may differ. An
Award Agreement shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock
Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to be a Participant in any grant
of a Stock Option, determines the number of Shares to be subject to such Stock Option to be granted to such individual and specifies the
terms and provisions of the Stock Option, or such later date as the Committee designates. The Company shall notify a Participant of any grant
of a Stock Option, and a written Award Agreement or agreements shall be duly executed and delivered by the Company to the Participant.
Such agreement or agreements shall become effective upon execution by the Company and the Participant.
6.3. Incentive Stock Options. Notwithstanding any other provision of the Plan, no Incentive Stock Option may be granted under the Plan
after the 10th anniversary of the Effective Date.
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6.4. Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall
contain such additional terms and conditions as the Committee shall deem desirable:
(a) Stock Option Price. The Option Price per Share purchasable under a Stock Option shall be determined by the Committee and
set forth in the Award Agreement, and shall not be less than the Fair Market Value of the Common Stock subject to the Stock Option on the
date of grant.
terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in
installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the
Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Stock Option.
during the term of the Stock Option by giving written notice of exercise to the Company specifying the number of Shares subject to the Stock
Option to be purchased.
Such notice shall be accompanied by payment in full of the Option Price by certified or bank check or such other instrument as the
Company may accept. Payment, in full or in part, may also be made in the form of delivery of unrestricted Shares already owned by the
optionee of the same class as the Shares subject to the Stock Option (based on the Fair Market Value of the Shares on the date the Stock
Option is exercised) and, unless such Shares were acquired in the open market, held for a period of not less than six months prior to the
exercise of the Stock Option, or by certifying ownership of such Shares by the Participant to the satisfaction of the Company for later delivery
to the Company as specified by the Committee; provided, however, that, in the case of an Incentive Stock Option, the right to make a payment
in the form of already owned Shares of the same class as the Shares subject to the Stock Option may be authorized only at the time the Stock
Option is granted. Payment may also be made in the case of an NQSO only by a “net exercise” arrangement pursuant to which the Company
will reduce the shares of Common Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not
exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other payment from the Participant to the
extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued;
provided, further, that shares of Common Stock will no longer be outstanding under a Stock Option and will not be exercisable thereafter to the
extent that (A) shares are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of
such exercise, and (C) shares are withheld to satisfy tax withholding obligations. In the discretion of the Committee and to the extent permitted
by applicable law, as set forth in a form of Stock Option agreement or in a resolution of the Committee, payment for any Shares subject to a
Stock Option may also (or only) be made pursuant to a “cashless exercise” by delivering a properly executed exercise notice to the Company,
together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the
purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or more brokerage firms.
No Shares shall be issued until full payment therefor has been made. An optionee shall have all of the rights of a stockholder of the
Company holding the class or series of Shares that is subject to such Stock Option (including, if applicable, the right to vote the Shares and
the right to receive dividends), when the optionee has given written notice of exercise and has paid in full for such Shares.
exercise of a Stock Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities
laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky
or state securities laws applicable to such Shares.
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ARTICLE 7. Stock Appreciation Rights

7.1. Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to an Employee or consultant at any time and
from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination
of these forms of SAR. In the case of a Non-Qualified Stock Option, Tandem SARs may be granted either at or after the time of grant of such
Stock Option. In the case of an Incentive Stock Option, Tandem SARs may be granted only at the time of grant of such Stock Option.
The Committee shall have complete discretion in determining the number of SARs granted to each Participant (subject to the aggregate
limit on grants to individual Participants set forth in Article 4) and, consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs. However, the grant price of a Freestanding SAR shall be at least equal to the Fair Market Value of a Share
on the date of grant of the SAR. The grant price of Tandem SARs shall equal the Option Price of the related Option. SARs may not be repriced
without stockholder approval.
7.2. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the
Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO:
may be for no more than one hundred percent (100 percent) of the difference between the Option Price of the underlying ISO and the Fair
Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised
only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.
7.3. Exercise of Freestanding SARs. Subject to the other provisions of this Article 7, Freestanding SARs may be exercised upon
7.4. SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR,
7.5. Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, at its sole discretion; provided,
7.6. Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount
At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination
thereof.
7.7. Rule 16-3 Requirements. Notwithstanding any other provision of the Plan, the Committee may impose such conditions on exercise
of a SAR (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to
satisfy the requirements of any rule or interpretation promulgated under Section 16 (or any successor rule) of the Exchange Act.
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ARTICLE 8. Restricted Stock

8.1. Administration. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the Employees and consultants to whom and the time or times at which grants of Restricted Stock will be awarded,
the number of Shares to be awarded to any Participant (subject to the aggregate limit on grants to individual Participants set forth in Article 4),
the conditions for vesting, the time or times within which such Awards may be subject to forfeiture and any other terms and conditions of the
8.2. Awards and Certificates. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock
“The sale or other transfer of the Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law,
is subject to certain restrictions on transfer as set forth in the Tupperware Brands Corporation 2006 Incentive Plan, and in an Award
Agreement. A copy of the Plan and such Award Agreement may be obtained from Tupperware Brands Corporation.”
8.3. Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:
(a) Subject to the provisions of the Plan and the Award Agreement referred to in Section 8.3(d), during the Restricted Period, the
Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. Within these limits, the
Committee may provide for the lapse of restrictions based upon period of service in installments or otherwise and may accelerate or waive, in
whole or in part, restrictions based upon period of service.
(b) Except as provided in this paragraph (b) and paragraph (a), above, and the Award Agreement, the Participant shall have, with
respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Shares that is the
subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. Dividends
payable in Shares and other non-cash dividends and distributions shall be held subject to the vesting of the underlying Restricted Stock,
unless the Committee determines otherwise in the applicable Award Agreement or makes an adjustment or substitution to the Restricted Stock
pursuant to Section 4.3 in connection with such dividend or distribution.
(c) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates
for such Shares shall be delivered to the Participant upon surrender of the legended certificates.
(d) Each Award shall be confirmed by, and be subject to, the terms of an Award Agreement.
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ARTICLE 9. Restricted Stock Units

9.1. Nature of Award. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions
of the Restricted Stock Units, either by delivery of Shares to the Participant or by the payment of cash based upon the Fair Market Value of a
specified number of Shares. Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the Employees and consultants to whom and the time or times at which grants of Restricted Stock Units will be
awarded, the number of Shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may
be subject to forfeiture and any other terms and conditions of the Awards, in addition to those contained in Section 9.2.
9.2. Terms and Conditions. The Committee may, in connection with the grant of Restricted Stock Units, designate them as Performance
Awards, in which event it shall condition the vesting thereof upon the attainment of Performance Goals. If the Committee does not designate
Restricted Stock Units as Performance Awards, it may also condition the vesting thereof upon the attainment of Performance Goals.
Regardless of whether Restricted Stock Units are Performance Awards, the Committee may also condition the vesting thereof upon the
continued service of the Participant. The applicable Award Agreement shall specify the consequences for the Restricted Stock Units of the
Participant’s termination of employment. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest or at
a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits. Restricted Stock Units
may not be sold, assigned, transferred, pledged or otherwise encumbered until they are settled, except to the extent provided in the applicable
Award Agreement in the event of the Participant’s death. The Award Agreement for Restricted Stock Units shall specify whether, to what
extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Common
Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 21.3 below).
ARTICLE 10. Performance Awards

10.1. Grant of Performance Awards. Subject to the terms of the Plan, Performance Awards may be granted to eligible Employees and
consultants at any time and from time to time, as shall be determined by the Committee, and may be granted either alone or in addition to other
Awards granted under the Plan. The Committee shall have complete discretion in determining the number, amount and timing of Awards
granted to each Participant. Such Performance Awards may take the form determined by the Committee, including without limitation, cash,
Shares, Performance Units and Performance Shares, or any combination thereof. Performance Awards may be awarded as short-term or long-
term incentives.
10.2. Performance Goals.

the number and/or value of Performance Awards that will be paid out to the Participants, and may attach to such Performance Awards one or
more restrictions, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Performance Share, or
restrictions which are necessary or desirable as a result of applicable laws or regulations. Each Performance Award may be confirmed by, and
be subject to, an Award Agreement.
Awards which the Committee deems necessary or desirable unless at the time of establishment of goals the Committee shall have precluded its
authority to make such adjustments.
10.3. Value of Performance Units/Shares.

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10.4. Earning of Performance Awards. After the applicable Performance Period has ended, the holder of any Performance Award shall
be entitled to receive the payout earned by the Participant over the Performance Period, to be determined as a function of the extent to which
the corresponding Performance Goals have been achieved, except as adjusted pursuant to Section 10.2(b) or as deferred pursuant to Article 13.
10.5. Timing of Payment of Performance Awards. Payment of earned Performance Awards shall be made in accordance with terms and
ARTICLE 11. Other Stock-Based Awards

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon,
Common Stock, including (without limitation) dividend equivalents and convertible debentures, may be granted under the Plan.
ARTICLE 12. Beneficiary

12.1. Designation. Each Participant under the Plan may, from time to time, name any Beneficiary or Beneficiaries (who may be named
12.2. Absence of Designation. In the absence of any such designation contemplated by Section 12.1, benefits remaining unpaid at the
ARTICLE 13. Deferrals

13.1. Deferrals. The Committee may permit a Participant to elect, or the Committee may require at its sole discretion subject to the
proviso set forth below, any one or more of the following: (i) the deferral of the Participant’s receipt of cash, (ii) a delay in the exercise of an
Option or SAR, (iii) a delay in the lapse or waiver of restrictions with respect to Restricted Stock, or (iv) a delay of the satisfaction of any
requirements or goals with respect to Performance Awards; provided, however, the Committee’s authority to take such actions hereunder shall
exist only to the extent necessary to reduce or eliminate a limitation on the deductibility of compensation paid to the Participant pursuant to
(and so long as such action in and of itself does not constitute the exercise of impermissible discretion under) Section 162(m) of the Code, or
any successor provision thereunder. If any such deferral is required or permitted, the Committee shall establish rules and procedures for such
deferrals, including provisions relating to periods of deferral, the terms of payment following the expiration of the deferral periods, and the rate
of earnings, if any, to be credited to any amounts deferred thereunder.
13.2. Section 409A. Notwithstanding the foregoing, if any deferral permitted by this Plan or an Award Agreement or any distribution of
an Award pursuant to the terms of this Plan or an Award Agreement would subject a Participant to tax under Section 409A of the Code, the
Company shall modify the Plan or applicable Award Agreement in the least restrictive manner necessary in order to comply with the
provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under
such statutory provisions and, in each case, without any material diminution in the value of the payments to an affected Participant.
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ARTICLE 14. Rights of Employees and Consultants

14.1. Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s
employment or status as a consultant at any time, nor confer upon any Participant any right to continue in the employ of the Company or any
of its Subsidiaries or affiliates or to continue as a consultant. For purposes of the Plan, transfer of employment of a Participant between the
Company and any one of its Subsidiaries and affiliates (or between Subsidiaries and affiliates) shall not be deemed a termination of
employment. However, if a Subsidiary or affiliate of the Company ceases to be a Subsidiary or affiliate, any Participant who is no longer
employed by or a consultant to the Company or one of its remaining Subsidiaries and affiliates following such event shall be considered to
have terminated his or her employment or consultancy, notwithstanding any continued employment or consultancy with such former
Subsidiary or affiliate.
14.2. Participation. No Employee or consultant shall have the right to be selected to receive an Award under this Plan, or, having been
so selected, to be selected to receive a future Award.
ARTICLE 15. Change of Control

15.1. Treatment of Outstanding Awards. Upon the occurrence of a Change of Control, unless otherwise specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental agencies or national security exchanges, or unless the
Committee shall determine otherwise in the applicable Award Agreement:
(a) Any and all Options and SARs granted hereunder shall become immediately exercisable, and shall remain exercisable
throughout their entire original term, without regard to any subsequent termination of employment or consulting agreement;
(b) Any restriction periods and restrictions imposed on Restricted Stock that is not performance-based shall lapse;
(c) All Restricted Stock Units shall be considered to be earned and payable in full, and such Restricted Stock Units shall be settled
in cash as promptly as is practicable; and
(d) The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, performance-
based Restricted Stock Units, Performance Units, Performance Shares, and cash-based Awards (excluding any long-term Awards issued to
individual Participants and that are not broad-based programs and which are denominated in cash and paid in cash, which may be designated
as “gainsharing” Awards, but not including Performance Share Awards, and which shall continue to be in effect) shall be deemed to have
been earned on a pro-rata basis for that portion of the Performance Period(s) having elapsed under such outstanding Awards as of the
effective date of the Change of Control. The vesting of all Awards denominated in Shares shall be deemed to have been earned on a pro-rata
basis for that portion of the Performance Period(s) having elapsed under such outstanding Awards as of the effective date of the Change of
Control, and there shall be paid out to Participants in cash within ten (10) days following the effective date of the Change of Control the value
of such vested Shares in an amount equal to the product of the number of such vested Shares and the Fair Market Value per Share determined
immediately prior to the Change of Control, based upon an assumed achievement of all relevant target performance goals. Awards
denominated in cash shall be paid on a pro-rata basis to Participants in cash within ten (10) days following the effective date of the Change of
Control based upon assumed achievement of all relevant target performance goals.
15.2. Termination, Amendment, and Modifications of Change-of-Control Provisions. Notwithstanding any other provision of this Plan
or any Award Agreement provision, the provisions of this Article 15 may not be terminated, amended, or modified in any manner that
adversely affects any then-outstanding Award without the prior written consent of the Participant if such action is taken (a) on or after the
date of a Change of Control or (b) at the request of a party seeking to effectuate a Change of Control or otherwise in anticipation of a Change
of Control.
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ARTICLE 16. Term, Amendment, Modification, and Termination

16.1. Amendment, Modification, and Termination. Except as specifically provided in Section 15.2, at any time and from time to time, the
Board may terminate, amend, or modify the Plan. However, without the approval of the stockholders of the Company, no such amendment or
modification may:
16.2. Awards Previously Granted. Notwithstanding the foregoing, prior to a Change of Control, the Committee shall have the right to
replace any previously granted Award under the Plan with an Award equal to the value of the replaced Award at the time of replacement, as
determined by the Committee in its sole discretion, without obtaining the consent of the Participant holding such Award; provided, however,
that notwithstanding the foregoing or the terms of any Award Agreement provision, the Committee shall not modify the Option Price of an
Award (reprice a Stock Option) or issue new Options in exchange for the surrender of outstanding Options without stockholder approval; and
provided, further, that no such replacement shall deprive the Participant of any rights he or she may have pursuant to Article 15, which shall
apply to the replacement Award to the same extent as to the replaced Award.
16.3. Changes in Law and Tax Accounting. Notwithstanding the provisions of Sections 16.1 and 16.2, the Board shall have authority to
amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant Awards which
qualify for beneficial treatment under such rules without stockholder approval.
ARTICLE 17. Withholding

17.1. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
17.2. Share Withholding. With respect to withholding required and/or permitted upon the exercise of Options or SARs, upon the lapse
previously owned which have been held for longer than six months or purchased in the open market) having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. All elections shall be
irrevocable, made in writing, signed by the Participant, and elections by Insiders shall additionally comply with the requirements established
by the Committee.
ARTICLE 18. Successors

ARTICLE 19. Nontransferability of Awards.

Unless otherwise determined by the Committee, no Award shall be transferable (either by sale, pledge, assignment, gift, or other
alienation or hypothecation) by a Participant other than by will or by application of the laws of descent and distribution; provided, however,
no Award may be transferred for value (as defined in the General Instructions to Form S-8).
14
ARTICLE 20. Unfunded Status of Plan

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make
payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements shall be
consistent with the “unfunded” status of the Plan.
ARTICLE 21. Miscellaneous

21.1. Subsidiary Employees. In the case of a grant of an Award to an employee or consultant of any Subsidiary of the Company, the
Company may, if the Committee so directs, issue or transfer the shares of Common Stock, if any, covered by the Award to the Subsidiary, for
such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the shares of
Common Stock to the employee or consultant in accordance with the terms of the Award specified by the Committee pursuant to the
provisions of the Plan. All shares of Common Stock underlying Awards that are forfeited or canceled should revert to the Company.
21.2. Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to individuals who are eligible to
participate in the plan who are foreign nationals, who are located outside the United States or who are not compensated from a payroll
maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions
of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the
judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of
such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to
comply with such legal or regulatory provisions.
21.3. Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units,
shall only be permissible if sufficient Shares are available under Section 4 for such reinvestment (taking into account then outstanding Options
and other Awards).
ARTICLE 22. Legal Construction

22.1. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the
22.2. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not
22.3. Requirements of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,
Exchange Act. To the extent any provision of the Plan or action by the Committee fails to comply with this Section 22.3, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.
deliver any certificate or certificates for Shares or uncertificated forms of Shares under the Plan prior to fulfillment of all of the following
conditions:
(a) Listing or approval for listing upon notice of issuance, of such Shares on the New York Stock Exchange, Inc., or such other
15
any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary
or advisable; and
22.4. Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in
16
Exhibit 21
Subsidiaries of Tupperware Brands Corporation

As of February 18, 2009
Academia de Negocios S/C Ltda.

Auburn River Realty Company
Avroy Shlain Cosmetics (Botswana) (Pty) Ltd.
Avroy Shlain Cosmetics (Namibia) (Pty) Ltd.
Avroy Shlain Cosmetics (Pty) Ltd.
BBVA Bancomer Trust
BC International Cosmetic & Image Services, Inc.
BeautiControl Cosmeticos do Brasil Ltda.
BeautiControl Mexico, S. de R.L.
BeautiControl, Inc.
Centro de Distribuicao Mineira de Produtos de Plastico Ltda.
Centro de Distribuicao RS Ltda.
Centro Oeste Distribuidora de Produtos Plasticos Ltda.
CH Laboratories Pty Ltd (Australia)
Confecciones Champion S de RL de CV
Control International Investments (ConSecFin) B.V.
Corcovado-Plast Distribuidora de Artigos Domesticos Ltda.
Cosmetic Manufacturers (Malaysia) Pty. Ltd. (Australia)
Dart (Philippines), Inc.
Dart Argentina S.A.
Dart de Venezuela, C.A.
Dart do Brasil Industria e Comercio Ltda.
Dart Far East Sdn. Bhd.
Dart Holdings, S. de R.L.
Dart Industries (New Zealand) Limited
Dart Industries Hong Kong Limited
Dart Industries Inc.
Dart Manufacturing India Pvt. Ltd.
Dart, S.A. de C.V.
Dartco Manufacturing Inc.
Daypar Participacoes Ltda
Deerfield Land Corporation
Diecraft Australia Pty. Ltd.
Direct Selling Business of SL Vendeta Directa do Brasil Ltda
Distribuidora Baiana de Produtos Plasticos Ltda
Distribuidora Comercial Nordeste de Produtos Plasticos Ltda.
Distribuidora Comercial Paulista de Plasticos Ltda.
Distribuidora Esplanada de Produtos Plasticos Ltda
Eixo Sul Brasileiro de Artigos Domesticos Ltda.
Fuller Brands BV
Fuller Cosmetics SA de CV
HOF Newco Philippines
House of Fuller Argentina SA (Argentina)
House of Fuller Holdings S de RL de CV (Mexico)
House of Fuller S de RL de CV (Mexico)
Immobiliaria Meck-Mex SA de CV
International Investor, Inc.

Japan Tupperware Co., Ltd.

JLH Properties, Inc.
Latin America Investments, Inc.
NaturCare Holding YK
NaturCare Japan KK
Newco Logistica e Participacoes Ltda.
NM Holdings (New Zealand)
NM Operations Pty. Ltd. (Australia)
Nuage Cosmetics (Botswana) (Proprietary) Ltd.
Nuage Cosmetics (Proprietary) Ltd. (Swaziland)
NuMet Holdings Pty. Ltd. (Australia)
Nutrimetics France Holdings SNC
Nutrimetics France SNC
Nutrimetics International (Australia) Pty Ltd
Nutri-Metics International (Brunei) Sdn. Bhd
Nutri-metics International (Greece) A.E.
Nutrimetics International (NZ) Ltd. (New Zealand
Nutri-Metics International (Thailand) Ltd.
Nutrimetics International (UK) Limited
Nutri-metics Worldwide (M) Sdn. Bhd. (Malaysia)
Nuvo Cosmeticos S.A. (Uruguay)
Premiere Korea Ltd.
Premiere Manufacturing, Inc.
Premiere Products Brands of Canada, Ltd.
Premiere Products Mexico, S. de R.L.
Premiere Products, Inc.
Probemex SA de CV
Probmex Consultoria, S de RL de CV
PT Tupperware Indonesia
Sara Lee Mexicana Holdings S de RL de CV
Sara Lee Mexicana, SA de CV
Sara/Lee DE Holdings SA Pty. Ltd (South Africa)
Servicios Administrativos Sara Lee S de RL de CV
Swissgarde (Uganda) Ltd.
Swissgarde (Zambia) (Proprietary) Ltd
Swissgarde (Kenya) Ltd.
Swissgarde (Namibia) (Proprietary) Ltd.
Swissgarde (Proprietary) Ltd. (South Africa)
Swissgarde (Tanzania) Ltd
Swissgarde Lesotho (Pty) Ltd.
The Tupperware Foundation
Tupperware (China) Company Limited
Tupperware (Portugal) Artigos Domesticos, Lda.
Tupperware (Suisse) SA
Tupperware (Thailand) Limited
Tupperware Articulos Domesticos, S.L.
Tupperware Asia Pacific Holdings Private Limited
Tupperware Assets Management Sarl
Tupperware Australia Pty. Ltd.

Tupperware Belgium N.V.

Tupperware Bulgaria EOOD
Tupperware Childrens Foundation
Tupperware China, LLC
Tupperware Corporation
Tupperware Czech Republic, spol. s.r.o.
Tupperware d.o.o.
Tupperware de Costa Rica, S.A.
Tupperware de El Salvador, S.A. de C.V.
Tupperware de Guatemala, S.A.
Tupperware Del Ecuador Cia. Ltda.
Tupperware Deutschland GmbH
Tupperware Distributors, Inc.
Tupperware Egypt Ltd
Tupperware Espana, S.A.
Tupperware Export Sales, Ltd.
Tupperware Finance Company B. V.
Tupperware Finance Holding Company B.V.
Tupperware France S.A.
Tupperware General Services N.V.
Tupperware Global Center SARL
Tupperware Hellas S.A.I.C.
Tupperware Holdings Corporation
Tupperware Holdings Ltd.
Tupperware Home Parties Corporation
Tupperware Honduras, S. de R.L.
Tupperware Iberica S.A.
Tupperware India Private Limited
Tupperware International Capital Limited
Tupperware International Holdings BV
Tupperware International Holdings Corporation
Tupperware Israel Ltd.
Tupperware Italia S.p.A.
Tupperware Luxembourg S.ar.l.
Tupperware Morocco
Tupperware New Zealand Staff Superannuation Plan
Tupperware Nordic A/S
Tupperware Osterreich G.m.b.H.
Tupperware Panama, S.A.
Tupperware Philippines, Inc.
Tupperware Polska Sp.z.o.o
Tupperware Products S.A.
Tupperware Products, Inc.
Tupperware Realty Corporation
Tupperware Services GmbH
Tupperware Services, Inc.
Tupperware Singapore Pte. Ltd.
Tupperware Slovakia s.r.o.
Tupperware Southern Africa (Proprietary) Limited

Tupperware Southern Europe,Africa and Middle East, S.L.

Tupperware Subsidiary Holdings, Inc. (DE)
Tupperware Trading Ltd.
Tupperware Turkey, Inc.
Tupperware U.K. Holdings, Inc.
Tupperware U.S., Inc.
Tupperware United Kingdom & Ireland Limited
Tupperware Uruguay S.A.
Tupperware, Industria Lusitana de Artigos Domesticos, Limitada
Tupperware, Ltd.
Tupperware.com, Inc.
TWP S.A.
Uniao Norte Distribuidora de Produtos Plasticos Ltda
Vlijmense Belegging-Maatschappij BV (Netherlands)
All subsidiaries listed above are included in the consolidated financial statements of the Registrant as consolidated subsidiaries, except for
subsidiaries owned 50% or less.
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-137275, 333-137276, 333-111530, 333-
48650, 333-04869, 333-04871, 333-18331 and 333-50012) of Tupperware Brands Corporation of our report dated February 24, 2009 relating to the
financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form
10-K.
PricewaterhouseCoopers LLP
Orlando, Florida
February 24, 2009
Exhibit 24
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned directors of Tupperware Brands Corporation, a Delaware corporation, (the
“Corporation”), hereby constitute and appoint Thomas M. Roehlk and Michael S. Poteshman, true and lawful attorneys-in-fact and agents of
the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all
capacities, to sign the Annual Report on Form 10-K of the Corporation for its fiscal year ended December 27, 2008, and any and all
amendments thereto, and to file or cause to be filed the same, together with any and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and substitutes, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand and seal this 17th day of February, 2009.
/s/ Catherine A. Bertini
/s/ Rita Bornstein
/s/ Kriss Cloninger III
/s/ Clifford J. Grum
/s/ Joe R. Lee
/s/ Bob Marbut
/s/ Angel R. Martinez
/s/ Robert J. Murray

/s/ David R. Parker
/s/ Joyce M. Roché
/s/ J. Patrick Spainhour
/s/ M. Anne Szostak

EXHIBIT 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, E.V. Goings, certify that:
1. I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 24, 2009 /s/ E.V. Goings

E.V. Goings
Chairman and Chief Executive Officer
EXHIBIT 31.2
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Michael S. Poteshman, certify that:

1. I have reviewed this annual report on Form 10-K of Tupperware Brands Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 24, 2009 /s/ Michael S. Poteshman

Michael S. Poteshman
Executive Vice President and
Chief Financial Officer
EXHIBIT 32.1
Form of Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code
I, E.V. Goings, certify that, to the best of my knowledge, (i) the Form 10-K for the year ended December 27, 2008 fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Form 10-K fairly
presents, in all material respects, the financial condition and results of operations of Tupperware Brands Corporation.
/s/ E.V. Goings

Chairman and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained
by Tupperware Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: February 24, 2009

EXHIBIT 32.2
Form of Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code
I, Michael S. Poteshman, certify that, to the best of my knowledge, (i) the Form 10-K for the year ended December 27, 2008 fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Form 10-K
fairly presents, in all material respects, the financial condition and results of operations of Tupperware Brands Corporation.
/s/ Michael S. Poteshman

Executive Vice President and
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Tupperware Brands Corporation and will be retained
by Tupperware Brands Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
Date: February 24, 2009

TUPPERWARE BRANDS CORP 10-K (Annual Reports) 2009-02-25

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TUPPERWARE BRANDS CORP 10-K (Annual Reports) 2009-02-25

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TUPPERWARE BRANDS CORPORATION

14901 South Orange Blossom Trail,

Registrant’s telephone number, including area code: (407) 826-5050

Securities registered pursuant to Section 12(g) of the Act: None

Documents Incorporated by Reference:

(b) New York Stock Exchange—Required Disclosures

BUSINESS OF TUPPERWARE BRANDS CORPORATION

(Words followed by * are registered or unregistered trademarks of the Registrant.)

III. DISTRIBUTION OF PRODUCTS

VI. RESEARCH AND DEVELOPMENT

VII. RAW MATERIALS

VIII. TRADEMARKS AND PATENTS

IX. ENVIRONMENTAL LAWS

XI. EXECUTIVE OFFICERS OF THE REGISTRANT

Positions and Offices Held and Principal Occupations

Nam e an d Age O ffice an d Expe rie n ce

Nam e an d Age O ffice an d Expe rie n ce

Item 1A. Risk Factors

Sales Force Factors

Legal and Regulatory Issues

General Business Factors

Item 1B. Unresolved Staff Comments

Item 3. Legal Proceedings

Item 4. Submission of Matters to a Vote of Security Holders

Item 5a. Performance Graph

S &P S &P 400

Item 6. Selected Financial Data

See footnotes beginning on the following page.

Selected Financial Data (continued)

Company results 2007 vs. 2006

2008 2007 2006

Net Interest Expense

Segment Results 2008 vs. 2007

Tupperware North America

Beauty North America

Segment Results 2007 vs. 2006

Tupperware North America

Beauty North America

Stock Option Exercises

Application of Critical Accounting Policies and Estimates

Allowance for Doubtful Accounts.

Promotional and Other Accruals

Other Intangible Assets

Discoun t rate 2008 2007 2006

Expe cte d rate of re turn 2008 2007 2006

Other Post Retirement Benefits

He alth -care tre n d rate s 2008 2007 2006

O n e pe rce n tage poin t

New Accounting Pronouncements

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

Tupperware Brands Corporation

The accompanying notes are an integral part of these financial statements.

Tupperware Brands Corporation

The accompanying notes are an integral part of these financial statements.

Tupperware Brands Corporation

Tupperware Brands Corporation

The accompanying notes are an integral part of these financial statements.

Tupperware Brands Corporation

The accompanying notes are an integral part of these financial statements.

Notes to the Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies

Building and improvements 10 – 40 years