As filed with the Securities and Exchange Commission on March 12, 2020
Registration No. 333- 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
Registration Statement
Under
The Securities Act of 1933
 
TUPPERWARE BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
36-4062333
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
 
 
 
14901 South Orange Blossom Trail,
Orlando, Florida
 
32837
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
Non-Plan Inducement Performance Unit Award for Miguel Angel Fernandez Calero
Non-Plan Inducement Restricted Stock Unit Award for Miguel Angel Fernandez Calero
Non-Plan Inducement Performance Unit Award for Richard Goudis
Non-Plan Inducement Non-Qualified Stock Option for Richard Goudis
(Full title of the plan)
 
Karen M. Sheehan
Executive Vice President, Chief Legal Officer & Secretary
Tupperware Brands Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
(407) 826-5050
(name, address and telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filler,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
Large accelerated filer
x
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
 
 
 
 
 
Emerging growth company
o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. [ ]
 



CALCULATION OF REGISTRATION FEE
 
 
 
 
 
Title of securities to be registered
Amount to be registered(1)
Proposed maximum offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common stock, $0.01 par value
200,000
$2.295(2)
$459,000.00(2)
$59.58(2)
Common stock, $0.01 par value(3)
N/A
N/A
$900,000
$116.82
Common stock, $0.01 par value(4)
N/A
N/A
$600,000
$77.88
Common stock, $0.01 par value
800,000
$2.295(2)
$1,836,000.00(2)
$238.31(2)
Common stock, $0.01 par value
1,000,000
$2.295(2)
$2,295,000.00(2)
$297.89(2)
 
 
 
 
 
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of shares of Common Stock that may become issuable in respect of the securities identified in the above table to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on March 9, 2020.
(3) Representing the maximum aggregate value of the shares of common stock reserved for issuance pursuant to a non-plan inducement performance unit award.
(4) Representing the maximum aggregate value of the shares of common stock reserved for issuance pursuant to a non-plan inducement restricted stock unit award.


Explanatory Note
This Registration Statement on Form S-8 is being filed by Tupperware Brands Corporation (the “Company”) to register the following (collectively, the “Inducement Awards”):

(i)
200,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Miguel Angel Fernandez Calero;
(ii)
The number of shares of Common Stock equal to a grant date value of $900,000 reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Miguel Angel Fernandez Calero;
(iii)
The number of shares of Common Stock equal to a grant date value of $600,000 reserved for issuance pursuant to a non-plan inducement restricted stock unit award to be granted to Miguel Angel Fernandez Calero;
(iv)
800,000 shares of Common Stock reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Richard Goudis; and
(v)
1,000,000 shares of Common Stock reserved for issuance pursuant to a non-plan inducement non-qualified stock option to be granted to Richard Goudis.

The Inducement Awards will be granted outside of the Tupperware Brands Corporation 2019 Incentive Plan, each as an “employment inducement award” under New York Stock Exchange Listing Rule 303A.08.

Part II
Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) by Tupperware Brands Corporation (the “Company”) (Commission File No. 001-11657) are incorporated herein by reference:

(a)
The Company’s Annual Report on Form 10-K for the year ended December 28, 2019;
(b)
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) between December 28, 2019 and the date of the filing of this Registration Statement (in each case, to the extent the information therein has been filed and not “furnished”); and
(c)
The description of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), contained in the Company’s registration statement on Form 10 filed with the Commission under Section 12 of the Exchange Act on March 4, 1996, including Amendment No. 1 filed April 16, 1996, Amendment No. 2 filed April 26, 1996 (as further amended April 29, 1996), Amendment No. 3 filed May 1, 1996 and Amendment No. 4 filed May 22, 1996, and including any subsequent amendment or report filed for the purpose of updating such descriptions.
All documents subsequently filed (but not “furnished”) by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference in this Registration Statement.

Item 4. Description of Securities
Not applicable.



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Item 5. Interests of Named Experts and Counsel
Not applicable.

Item 6. Indemnification of Directors and Officers

Delaware General Corporation Law. Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current, director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.
Tupperware Brands Corporation
Certificate of Incorporation. In accordance with Section 102(b)(7) of the DGCL, the Company’s Restated Certificate of Incorporation provides that directors will not be personally liable to the Company or its stockholders for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) certain transactions under Section 174 of the DGCL (which concerns unlawful payments of dividends, stock purchases or redemptions) or (iv) transactions from which a director derives an improper personal benefit.
 
While the Company’s Restated Certificate of Incorporation provides directors with protection from awards for monetary damages for breaches of their duty of care, it does not eliminate their duty of care. Accordingly, the Restated Certificate of Incorporation will have no effect on the availability of equitable remedies such as an injunction or rescission based on a director’s breach of his or her duty of care. The provisions of the Restated Certificate of Incorporation described above apply to an officer of the Company only if he or she is a director of the Company and is acting in his or her capacity as director, and do not apply to the Company’s officers who are not directors.
The Company’s Restated Certificate of Incorporation provides that each person who is or was, or has agreed to become, a director or officer of the Company, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Company as an employee or agent of the Company or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including a subsidiary of the Company, will be indemnified and held harmless by the Company, in accordance with the Company’s Amended and Restated By-laws, to the fullest extent authorized by the DGCL as currently in effect (or, to the extent indemnification is broadened, as it may be amended). In addition, the Company may enter into one or more agreements with any person providing for indemnification greater or different than that provided in the Restated Certificate of Incorporation.
By-laws. The Company’s Amended and Restated By-laws provide that each person who is or was made a party to, or is threatened to be made a party to, any action, suit or proceeding by reason of the fact that he or she is or was a director, officer or employee

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of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another entity, including a subsidiary of the Company, will be indemnified and held harmless by the Company to the fullest extent authorized by the DGCL as currently in effect (or, to the extent indemnification is broadened, as it may be amended), against all expense, liability or loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such person in connection therewith. The Company’s Amended and Restated By-laws also provide that the right to indemnification conferred thereby is a contract right and will include the right to be paid by the Company for the expenses incurred in defending the proceedings specified above, in advance of their final disposition, except that, if the DGCL so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer) will be made only upon delivery to the Company by the director or officer of an undertaking to repay all amounts so advanced if it is ultimately determined that such director or officer is not entitled to be indemnified under such provision or otherwise. The Company’s Amended and Restated By-laws further provide that the Company may, by action of its Board of Directors, provide indemnification to its agents with the same scope and effect as the foregoing indemnification of directors, officers and employees.
The Company’s Amended and Restated By-laws provide that persons indemnified thereunder may bring suit against the Company to recover unpaid amounts claimed thereunder, and that if such suit is successful, the expense of bringing such a suit will be reimbursed by the Company. It further provides that while it is a defense to such an action that the person claiming indemnification has not met the applicable standards of conduct making indemnification permissible under the DGCL, the burden of proving such defense will be on the Company and neither the failure of the Company’s Board of Directors to have made a determination prior to the commencement of such action that indemnification is proper, nor an actual determination by the Company that the claimant has not met the applicable standard of conduct, will be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
The Company’s Amended and Restated By-laws provide that the right to indemnification and payment of expenses incurred in defending a proceeding in advance of its final disposition conferred therein will not be exclusive of any other right that any person may have or may in the future acquire under any statute, provision of the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws, agreement, vote of stockholders, vote of disinterested directors or otherwise. The Amended and Restated By-laws permit the Company to maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Company, or is serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.
D&O Insurance. The Company also maintains a standard policy of officers’ and directors’ liability insurance providing coverage to its officers and directors.

Item 7. Exemption from Registration Claimed
Not applicable.



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Item 8.
Exhibits

Exhibit Number
Description of Exhibit
 
 
4.1
4.2
*5.1
*10.1
*10.2
*23.1
*23.2
*24.1

* Filed herewith.

Item 9.
Undertakings

(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling

II-4

persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on this 12th day of March, 2020.  

 
TUPPERWARE BRANDS CORPORATION
 
 
 
 
By:
/s/ Karen M. Sheehan
 
 
Karen M. Sheehan
 
 
Executive Vice President, Chief Legal Officer & Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name
 
Capacity
 
Date
 
 
 
 
 
/s/ Christopher D. O’Leary
 
Interim Chief Executive Officer and Director (Principal Executive Officer)
 
March 12, 2020
Christopher D. O’Leary
 
 
 
 
 
 
 
 
/s/ Cassandra Harris
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
 
March 12, 2020
Cassandra Harris
 
 
 
 
 
 
 
 
/s/ Madeline Otero
 
Vice President and Controller
(Principal Accounting Officer)
 
March 12, 2020
Madeline Otero
 
 
 
 
 
 
 
 
*
 
Non-Executive Chairman and Director
 
March 12, 2020
Susan M. Cameron
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Catherine A. Bertini
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Kriss Cloninger III
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Meg Crofton
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Aedhmar Hynes
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Angel R. Martinez
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
Richard T. Riley
 
 
 
 
 
 
 
 
 

II-6

*
 
Director
 
March 12, 2020
Joyce M. Roche
 
 
 
 
 
 
 
 
 
*
 
Director
 
March 12, 2020
M. Anne Szostak
 
 
 
 
 
 
 
 
 
By:
/s/ KAREN M. SHEEHAN
 
Karen M. Sheehan
 
As Attorney-in-Fact for the individuals noted above with an asterisk


II-7


EXHIBIT 5.1

SIDLEY
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036 Fax


AMERICA ASIA PACIFIC EUROPE







March 12, 2020
Tupperware Brands Corporation
14901 South Orange Blossom Trail
Orlando, Florida 32837
Re:    Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Tupperware Brands Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of shares of common stock, $0.01 par value per share of the Company (the “Common Stock”), which may be issued in connection with employment inducement awards (the “Awards”) to be granted to Miguel Angel Fernandez Calero and Richard Goudis (together, the “Award Recipients”), such Awards as described in the Award Recipients’ offer letters from the Company (the “Offer Letters”).
The shares of Common Stock that may become issuable under the Awards includes: (i) 200,000 shares of Common Stock reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Miguel Angel Fernandez Calero; (ii) a number of shares of Common Stock having a grant date value of $900,000 reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Miguel Angel Fernandez Calero; (iii) a number of shares of Common Stock having a grant date value of $600,000 reserved for issuance pursuant to a non-plan inducement restricted stock unit award to be granted to Miguel Angel Fernandez Calero; (iv) 800,000 shares of Common Stock reserved for issuance pursuant to a non-plan inducement performance unit award to be granted to Richard Goudis; and (v) 1,000,000 shares of Common Stock reserved for issuance pursuant to a non-plan inducement non-qualified stock option to be granted to Richard Goudis (the shares described in (i)-(v), the “Registered Shares”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s Restated Certificate of Incorporation, the Company’s Amended and Restated By-laws, the Offer Letters and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Awards. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent




investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to the applicable award agreement and Offer Letter will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable award agreement and Offer Letter; and (iii) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof) or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor (in an amount not less than the par value thereof), all in accordance with the applicable award agreement and Offer Letter.
In rendering the opinion set forth in the paragraph above, we have assumed that at the time of grant of the Awards there will be a sufficient number of shares of Common Stock authorized and then available for issuance under the Company’s Restated Certificate of Incorporation as then in effect.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,
/s/ Sidley Austin LLP





LETTERHEADA01.JPG                     
Chris O’Leary
Interim Chief Executive Officer

407-826-8724 phone
407-826-8268 fax
ChrisOleary@tupperware.com e-mail

March 11, 2020

Miguel Angel Fernandez Calero
Portland House
Stuart Way, Wentworth Estate
Virginia Water
Surrey, U.K.

Dear Miguel,

I am pleased to present our offer for the Corporate Executive Officer position of President & Chief Executive Officer of Tupperware Brands Corporation (“Tupperware Brands” or the “Company”), reporting to the Board of Directors (“Board”), Tupperware Brands, effective as April 6, 2020.

1.
You initially will be based in Mexico City until such time as your immigration status permits you to relocate to the United States, at which time you will be based in Orlando, Florida.

2.
During the time you are based in Mexico, your annual base salary will be 18,104,310 MXN (gross) and will be administered according to Tupperware Mexico salary guidelines. Upon your relocation to the United States, your annual base salary will be US$900,000 (gross) and will be administered according to Tupperware Worldwide salary guidelines.

3.
You are eligible to participate in the 2020 Tupperware Annual Incentive Program (AIP) at a target payout of 115% of your year-end salary based on the achievement of Tupperware Worldwide performance measures (Sales, Operating Income, and Cash Flow). Your individual award has a potential payout range of 0% - 99% of target for threshold performance and higher, 100% of target for plan performance and up to 200% of target for performance at maximum achievement of stated performance objectives. Separate information about the specific goals and details of the program will be provided. Any potential award will be pro-rated based on your start date. Payments under the AIP are determined in the sole discretion of the Compensation and Management Development Committee (“Compensation Committee”) of the Board.

4.
Subject to your commencement of employment with Tupperware Brands, on your start date, the Company will grant to you a performance stock unit award covering 200,000 shares of Company common stock (“PSU Award”) that will vest upon the later of the three-year anniversary of your start date and the thirtieth consecutive trading day on which the closing price of Company common stock exceeds $4.00 (“PSU Award Performance Goal”), subject to your continued service through the applicable vesting date and provided that you will forfeit the PSU Award if the First PSU Award Performance Goal is not satisfied as of the fifth anniversary of your start date. The PSU Award will be subject to the terms and conditions of the applicable award agreement, which will be provided to you as promptly as practicable following your start date and will be in substantially the same form




(including with respect to the non-compete provisions contained therein, but with such changes to vesting and exercisability upon death, disability and retirement as have been approved by the Board for grants made after January 1, 2020, which were provided to you under separate cover) as the Restricted Stock Unit Agreement filed as Exhibit 10.9 to the Form 10-K covering the period ended December 29, 2018, other than as provided in this Section 4. The PSU Award Performance Goal will be equitably adjusted, as determined in the sole discretion of the Compensation Committee, in the case of any stock split or similar event affecting the capitalization of the Company.

5.
You will be eligible to participate in the Company’s annual long-term incentive (“LTI”) program. Stock grants are typically considered and approved for grant at the February board meeting. Subject to your commencement of employment with Tupperware Brands, on your start date the Company will grant to you an LTI award with a grant date value of US$1,500,000, 60% of which will be in the form of Performance Share Units that cliff vest after three years, subject to continued employment through the vesting date and satisfaction of the applicable performance goal(s) and 40% of which will be in the form of Restricted Stock Units that will vest in equal installments on the first, second and third anniversaries of your start date, subject to continued employment through the applicable vesting date. The LTI award will be subject to the terms and conditions of the applicable award agreements, which will be provided to you as promptly as practicable following your start date, will be in substantially the same form (including with respect to the non-compete provisions contained therein, but with such changes to vesting and exercisability upon death, disability and retirement as have been approved by the Board for grants made after January 1, 2020, which were provided to you under separate cover) as the Restricted Stock Unit Agreement filed as Exhibit 10.9 to the Form 10-K covering the period ended December 29, 2018, other than as provided in this Section 5 and subject to the performance goals and, with respect to the Performance Share Units, will include the same performance goals as apply to the 2020 Performance Share Units granted to other senior executive officers of the Company. Beginning in 2021, you will be eligible to participate in the Company’s annual LTI program at the Chief Executive Officer Level, as determined by the Compensation Committee.

6.
Subject to your continued employment with the Company through the first anniversary of your start date, the Company will pay to you US$500,000 (gross) as promptly as practicable following such anniversary.

7.
Tupperware Brands maintains Stock Ownership Guidelines for its officers. You will be provided a description of the Stock Ownership Policy under separate cover. As President & CEO of the Company, your ownership guideline will be six (6) times your base salary within five years.

8.
During such time as you are based in Mexico, you will be eligible to participate in the Tupperware Mexico-based benefit plans and CIGNA International will provide your medical and dental insurance. During such time as you are based in the United States following receipt of your U.S. work permit, you will be eligible to participate in the Orlando-based benefit plans and CIGNA will provide your medical and dental insurance. A comprehensive benefits summary is attached for your reference.

9.
Upon being elected as an officer of the Company, you will be eligible for Officer Paid Time Off (PTO) of 24 days in your first year to cover vacations and personal time needed away from the office.

10.
During such time as you are based in Mexico and employed by the Company, the Company will work to secure your U.S. work permit. The Company acknowledges that it is its obligation to file visa application for the U. S. visa and work permit and pay for all expenses, including attorney’s fees, associated with it





11.
Upon your receipt of your U.S. work permit and your relocation to the United States, you will be eligible to participate in the following programs:

Retirement Savings Plan / 401(k) - You are immediately eligible to participate in our 401(k) Plan where you may defer pre-tax and/or Roth contributions up to plan limits.  After six months of continuous service, you are eligible for Company Match, which is 50% on your first 6% of contributions and Company Basic, which is 5% of your eligible pay up to the Social Security Wage Base and then 6% of eligible pay until the annual IRS compensation limit is met.  Enrollment information will be mailed to you from Fidelity Investments.   

Executive Deferred Compensation Plan - You are immediately eligible to participate in our deferred compensation plan where you may allocate pre-tax dollars from your base salary and bonus on an annual basis.  Additional plan details on this non-qualified plan will be provided at time of hire.

Supplemental Plan - Once you have met the annual IRS maximum for 401(k) compensation, which in 2020 is US$285,000, you will participate in the Supplemental Plan.  This non-qualified plan provides company contributions in the amount of 9% of your eligible pay over the IRS maximum.  Additional information will be provided to you upon becoming eligible.

12.
In this Corporate Officer role, you will be eligible for protection under our Change of Control Employment Agreement in the event of a qualifying termination of employment during the protection period following a change in control. Your benefits under the Change of Control Employment Agreement will be based on a 2.5x multiple. We will provide you a copy of our Change of Control Employment Agreement promptly following your start date. In addition, the Compensation and Management Development Committee of the Board will conduct, in good faith, a market-based review of severance protection practices for executives in comparable roles as yours, for deliberation and decision by no later than the Board’s May 2020 meeting.

13.
While in Mexico, the Company will provide you with temporary housing if necessary, beginning April 6, 2020, for up to 60 days, which may be extended for an additional 30 days, based on circumstances, as determined by Tupperware Brands.

14.
Tupperware will cover the following expenses associated with your relocation to Orlando, Florida:

a.
Actual one-way travel expenses incurred in relocating you and your family to Orlando (airfare via corporate travel guidelines)
b.
Shipment of household goods in accordance with the relocation policy, including shipment of up to two vehicles
c.
A home-finding trip for up to three days in Orlando, Florida for you and a family member: airfare, lodging and meals according to corporate travel standards will be reimbursed
d.
Temporary housing, beginning on the date that you relocate to United States, after you receive your U.S. work permit, for up to 60 days, which may be extended for an additional 30 days, based on circumstances, as determined by Tupperware Brands.
e.
Temporary storage of household goods, for up to 60 days, which may be extended for an additional 30 days, based on circumstances, as determined by Tupperware Brands.
f.
Financial assistance for allowable out-of-pocket moving-related expenses in accordance with applicable guidelines.





15.
Tupperware will assist you with the sale of your home through the BVO (Buyer Value Option) program if your house is valued at less than US$750,000. To participate in the program, you must comply with the terms set forth in the attached policy, including use of a designated realtor. If the sale value of your home is greater than US$750,000, the Company will provide assistance through the Home Sale Direct Reimbursement Program for reimbursement of qualified closing costs, up to a maximum of US$50,000, net, subject to the terms of the attached policy.     

16.
Upon securing a home in Orlando, Tupperware will provide you with Purchase Assistance in accordance with the terms of the attached policy, provided that you purchase a home within the first year of employment.

17.
During such time as you are based in Mexico, the labor laws of Mexico will govern your employment. Following your receipt of your U.S. work permit and your relocation to the United States, the labor laws of Florida will govern your employment. However, at all time, the laws of the State of Florida shall govern the terms of this agreement

18.
For tax year 2020, Tupperware Brands has retained an independent tax accounting firm to provide assistance in determining your tax liability and preparing your tax returns. We expect you to provide all information requested as well as your full cooperation during the tax return preparation as this is part of complying with your home and host country tax laws as well as stipulated in Tupperware Brands code of Conduct. Filing correct tax returns in all jurisdictions is solely your responsibility and not the responsibility of Tupperware Brands.

19.
If your family remains in the UK while you work in Mexico, the Company will provide an annual budget of up to US$20,000 for airfare to the UK for visits.

20.
In accepting this offer, the Company requires you to sign the Global Repayment Agreement (attached).

21.
You will be expected to become familiar with the Code of Conduct and Conflict of Interest Policies of Tupperware and fully comply with these policies. Further, in accepting this offer, you agree that during and after your employment with the Company, you will not disclose to any person whatsoever any unauthorized information on matters relating to the company.

22.
All payments and benefits described in this letter will be subject to applicable withholdings.

23.
Your employment with the Company is at will. You or the Company may terminate your employment with the Company at any time for any reason. In the event of the termination of your employment with the Company, you agree to resign, effectively immediately, from the Board and from any other position with the Company or any of its subsidiaries and you agree to execute any documentation to effect the foregoing.

24.
This offer letter and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this offer letter) shall be governed by and construed under and in accordance with the internal laws of the State of Florida without reference to its principles of conflicts of laws. Other than with respect to any action by the Company seeking to enforce any restrictive covenants applicable to you with respect to which the Company shall have the right commence an action in any state or federal court of competent jurisdiction located in Orlando, Florida, any controversy or claim arising out of or relating to this offer letter shall be settled




by final, binding and nonappealable arbitration in Orlando, Florida. Subject to the following provisions, any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Any award entered by the arbitrators (who, for the avoidance of doubt, shall be licensed to practice in the State of Florida) shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS OFFER LETTER.

Please be advised that any unused relocation benefits may not be substituted for other relocation benefits; also, there is no cash payment in lieu of benefits not used.

If the foregoing correctly sets forth your understanding of our offer, please indicate your acceptance by signing two copies of this letter and our standard restrictive covenants agreement (“Employee Agreement”, attached) that all of our colleagues execute, returning one copy of each document to me. Notwithstanding anything in this letter or in the Employee Agreement to the contrary, Section 10 of the Employee Agreement entitled “Competition After Termination” is hereby modified such that the length of the non-compete period shall be the longer of one (1) year and the length of any applicable severance period.

Miguel, we look forward to your favorable decision and are certain that you will make significant contributions to Tupperware Brands Corporation.

Sincerely,

/s/ Christopher D. O’Leary

Chris O'Leary
Interim Chief Executive Officer


Agreed to and accepted by:


/s/ Miguel Angel Fernandez Calero        March 11, 2020
_______________________________    ______________________________
Full Name                     Date

cc:     Lillian Garcia
Simon Choy
Susan Cameron
Kriss Cloninger





LETTERHEADA01.JPG
Chris O’Leary
Interim Chief Executive Officer

407-826-8724 phone
407-826-8268 fax
ChrisOleary@tupperware.com e-mail
March 11, 2020

Richard Goudis
25 South River Road
Sewall’s Point, FL 34995

Dear Rich,

I am pleased to present our offer for the Corporate Executive Officer position of Executive Vice Chairman, Tupperware Brands Corporation (“Tupperware Brands” or the “Company”), reporting to the Board of Directors (“Board”), Tupperware Brands, effective as March 12, 2020.

1.
Your annual base salary will be $500,000 (gross), subject to annual review by the Compensation and Management Development Committee (“Compensation Committee”) of the Board, and will be administered according to Tupperware Worldwide salary guidelines.

2.
You are eligible to participate in the 2020 Tupperware Annual Incentive Program (AIP) at a target payout of 75% of your year-end salary based on the achievement of Tupperware Worldwide performance measures (Sales, Operating Income, and Cash Flow). Your individual award has a potential payout range of 0% - 99% of target for threshold performance and higher, 100% of target for plan performance and up to 200% of target for performance at maximum achievement of stated performance objectives. Separate information about the specific goals and details of the program will be provided. Any potential award will be pro-rated based on your start date. Payments under the AIP are determined in the sole discretion of the Compensation Committee.

3.
Subject to your commencement of employment with Tupperware Brands, the Company will grant to you the following equity awards on your start date:

a.
A Performance Unit Award covering 800,000 shares of Company common stock (“PSU Award”), divided among six performance based “Tranches” which will vest upon the later of the three-year anniversary of your start date and the thirtieth consecutive trading day on which the closing price of Company common stock exceeds the “Applicable Stock Price Hurdle” set forth in the table below, subject to your continued service with the Company (including service as a member of the Board) through the applicable vesting date. You will forfeit (1) the entire PSU Award upon your termination of service with the Company prior to the three-year anniversary of your start date, and (2) any Tranche of the PSU Award with respect to which the Applicable Stock Price Hurdle has not been met as of the fifth anniversary of your start date (or your termination of service with the Company, if earlier). The PSU Award will be subject to the terms and conditions of the applicable award agreement, which will be provided to you as promptly as practicable following your start date and will be in substantially the same form (including with respect to the non-compete provisions contained therein, but with such changes to vesting and exercisability upon death, disability and retirement as have been approved by the Board for grants made after January 1, 2020, which




were provided to you under separate cover) as the Restricted Stock Unit Agreement filed as Exhibit 10.9 to the Form 10-K covering the period ended December 29, 2018, other than as provided in this Section 3. The Applicable Stock Price Hurdles will be equitably adjusted, as determined in the sole discretion of the Compensation Committee, in the case of any stock split or similar event affecting the capitalization of the Company.
PSU Award Tranche
Applicable Stock Price Hurdle
400,000
$4.00
80,000
$5.00 (25% increase over $4.00)
80,000
$6.25 (25% increase over $5.00)
80,000
$7.81 (25% increase over $6.25)
80,000
$9.77 (25% increase over $7.81)
80,000
$12.21 (25% increase over $9.77)

b.
An option to purchase 1,000,000 shares of Company common stock (“Stock Option”), with a per share exercise price equal to 115% of the closing price of Company common stock on the start date and a ten-year term, that will vest upon the three-year anniversary of your start date, subject to your continued service (including service as a member of the Board) through the vesting date. The Stock Option will be subject to the terms and conditions of the applicable award agreement, which will be provided to you as promptly as practicable following your start date and will be in substantially the same form (including with respect to the non-compete provisions contained therein, but with such changes to vesting and exercisability upon death, disability and retirement as have been approved by the Board for grants made after January 1, 2020, which were provided to you under separate cover) as the Restricted Stock Unit Agreement filed as Exhibit 10.11 to the Form 10-K covering the period ended December 29, 2018, other than as provided in this Section 3.

4.
Tupperware Brands maintains Stock Ownership Guidelines for its officers. You will be provided a description of the Stock Ownership Policy under separate cover. As Executive Vice Chairman of the Company, your ownership guideline will be three (3) times your base salary within five years.

5.
You will be eligible to participate in the Orlando-based benefit plans and CIGNA will provide your medical and dental insurance. A comprehensive benefits summary is attached for your reference.

6.
Upon being elected as an officer of the Company, you will be eligible for Officer Paid Time Off (PTO) of 24 days in your first year to cover vacations and personal time needed away from the office.

7.
As a highly compensated associate, you are eligible to participate in the following programs:

Retirement Savings Plan / 401(k) - You are immediately eligible to participate in our 401(k) Plan where you may defer pre-tax and/or Roth contributions up to plan limits.  After six months of continuous service, you are eligible for Company Match, which is 50% on your first 6% of contributions and Company Basic, which is 5% of your eligible pay up to the Social Security Wage Base and then 6% of eligible pay until the annual IRS compensation limit is met.  Enrollment information will be mailed to you from Fidelity Investments.   

Executive Deferred Compensation Plan - You are immediately eligible to participate in our deferred compensation plan where you may allocate pre-tax dollars from your base salary and bonus on an annual basis.  Additional plan details on this non-qualified plan will be provided at time of hire.





Supplemental Plan - Once you have met the annual IRS maximum for 401(k) compensation, which in 2020 is $285,000, you will participate in the Supplemental Plan.  This non-qualified plan provides company contributions in the amount of 9% of your eligible pay over the IRS maximum.  Additional information will be provided to you upon becoming eligible.

8.
In this Corporate Officer role, you will be eligible for protection under our Change of Control Employment Agreement in the event of a qualifying termination of employment during the protection period following a change in control. Your benefits under the Change of Control Employment Agreement will be based on a 2.5x multiple. We will provide you a copy of our Change of Control Employment Agreement promptly following your start date. In addition, the Compensation and Management Development Committee of the Board will conduct, in good faith, a market-based review of severance protection practices for executives in comparable roles as yours, for deliberation and decision by no later than the Board’s May 2020 meeting.

9.
Tupperware will cover the following expenses associated with your relocation:
a.
Actual one-way travel expenses incurred in relocating you and your family to Orlando (airfare via corporate travel guidelines)
b.
Shipment of household goods in accordance with the relocation policy, including shipment of up to two vehicles
c.
A home-finding trip for up to three days in Orlando, Florida for you and your spouse: airfare, lodging and meals according to corporate travel standards will be reimbursed
d.
Temporary housing, beginning March 16, 2020, for up to 60 days, which may be extended for an additional 30 days, based on circumstances, as determined by Tupperware Brands.
e.
Temporary storage of household goods, for up to 60 days, which may be extended for an additional 30 days, based on circumstances, as determined by Tupperware Brands.
f.
Financial assistance for allowable out-of-pocket moving-related expenses in accordance with applicable guidelines.

10.
Tupperware will assist you with the sale of your primary home through the BVO (Buyer Value Option) program if your house is valued at less than $750,000. To participate in the program, you must comply with the terms set forth in the attached policy, including use of a designated realtor. If the sale value of your primary home is greater than $750,000, the Company will provide assistance through the Home Sale Direct Reimbursement Program for reimbursement of qualified closing costs, up to a maximum of $100,000, net, subject to the terms of the attached policy.     

11.
Upon securing a permanent home in Orlando, Tupperware will provide you with Purchase Assistance in accordance with the terms of the attached policy, provided that you purchase a home within the first year of employment.

12.
The labor laws of Florida will govern your employment.

13.
In accepting this offer, the Company requires you to sign the Global Repayment Agreement (attached).

14.
You will be expected to become familiar with the Code of Conduct and Conflict of Interest Policies of Tupperware and fully comply with these policies. Further, in accepting this offer, you agree that during and after your employment with the Company, you will not disclose to any person whatsoever any unauthorized information on matters relating to the company.





15.
All payments and benefits described in this letter will be subject to applicable withholdings.

16.
Your employment with the Company is at will. You or the Company may terminate your employment with the Company at any time for any reason. In the event of the termination of your employment with the Company, unless otherwise requested by the Board, you agree to resign, effectively immediately, from the Board and from any other position with the Company or any of its subsidiaries and you agree to execute any documentation to effect the foregoing.

17.
This offer letter and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this offer letter) shall be governed by and construed under and in accordance with the internal laws of the State of Florida without reference to its principles of conflicts of laws. Other than with respect to any action by the Company seeking to enforce any restrictive covenants applicable to you with respect to which the Company shall have the right commence an action in any state or federal court of competent jurisdiction located in Orlando, Florida, any controversy or claim arising out of or relating to this offer letter shall be settled by final, binding and nonappealable arbitration in Orlando, Florida. Subject to the following provisions, any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association then in effect. Any award entered by the arbitrators (who, for the avoidance of doubt, shall be licensed to practice in the State of Florida) shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS OFFER LETTER.

Please be advised that any unused relocation benefits may not be substituted for other relocation benefits; also, there is no cash payment in lieu of benefits not used.

If the foregoing correctly sets forth your understanding of our offer, please indicate your acceptance by signing two copies of this letter and our standard restrictive covenants agreement (“Employee Agreement”, attached) that all of our colleagues execute, returning one copy of each document to me. Notwithstanding anything in this letter or in the Employee Agreement to the contrary, Section 10 of the Employee Agreement entitled “Competition After Termination” is hereby modified such that the length of the non-compete period shall be the longer of one (1) year and the length of any applicable severance period.

Rich, we look forward to your favorable decision and are certain that you will make significant contributions to Tupperware Brands Corporation.

Sincerely,

/s/ Christopher D. O’Leary

Chris O'Leary
Interim Chief Executive Officer
Agreed to and accepted by:

/s/ Richard Goudis                March 11, 2020
_______________________________    ______________________________
Full Name                     Date





cc:     Lillian Garcia
Simon Choy
Susan Cameron
Kriss Cloninger





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S‑8 of Tupperware Brands Corporation of our report dated March 12, 2020 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Tupperware Brands Corporation’s Annual report on Form 10‑K for the year ended December 28, 2019.
/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Orlando, Florida
March 12, 2020





EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned directors of Tupperware Brands Corporation, a Delaware corporation (the “Corporation”), hereby constitutes and appoints Karen M. Sheehan, true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments (including post-effective amendments), 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 attorney-in-fact and agent 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 attorney-in-fact and agent and substitutes, may lawfully do or cause to be done by virtue hereof.
The undersigned have signed this Power of Attorney this 12th day of March, 2020.

 
 
 
/s/Susan M. Cameron
 
Susan M. Cameron
 
 
 
/s/Catherine A. Bertini
 
Catherine A. Bertini
 
 
 
/s/Kriss Cloninger III
 
Kriss Cloninger III
 
 
 
/s/Meg Crofton
 
Meg Crofton
 
 
 
/s/Aedhmar Hynes
 
Aedhmar Hynes
 
 
 
/s/Angel R. Martinez
 
Angel R. Martinez
 
 
 
/s/Richard T. Riley
 
Richard T. Riley
 
 
 
/s/Joyce M. Roché
 
Joyce M. Roché
 
 
 
/s/M. Anne Szostak
 
M. Anne Szostak