AMENDMENT NO. 6
TO
RESTRICTED STOCK AWARD AGREEMENT
THIS Amendment (the "Amendment"), dated as of October 31, 2003, to the
Restricted Stock Award Agreement, dated January 2, 2002, as amended, is entered
into between Jarden Corporation, a Delaware corporation (the "Company") and Ian
X.X. Xxxxxx (the "Employee").
WITNESSETH:
WHEREAS, the Employee and the Company are parties to that certain
Restricted Stock Award Agreement dated January 2, 2002, as amended (the
"Agreement"); and
WHEREAS, the parties mutually desire to further amend the Agreement on the
terms and conditions set forth more fully below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, the Company and the Employee hereby agree as follows:
1. Section 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:
"1. Restrictions. Notwithstanding Section 5.02(b) of the Plan which is
inapplicable to this grant, the restrictions shall lapse upon the earlier
to occur of (i) the date that the per share stock price of the Common Stock
equals or exceeds forty-two dollars ($42.00), (ii) the date that there is a
change of control (as defined in Section 2.01 of the Plan) of the Company,
(iii) the date that the annualized revenues of the Company exceed eight
hundred million dollars ($800,000,000) or (iv) the date of death of the
executive; provided, however, that if the restrictions shall lapse as a
result of (i), (iii) or (iv) above during a period in which the executive
is subject to additional restrictions on the sale, transfer, assignment or
other disposition of shares of Common Stock as a result of a "lock up"
agreement, all of such shares shall vest immediately upon the earlier to
occur of (A) the expiration of such "lockup" agreement or the earlier
waiver of such "lockup" agreement in regard to any, even if less than all,
of the shares of Common Stock subject to such "lockup" agreement or (B) the
date that there is a change of control (as defined in Section 2.01 of the
Plan) of the Company. The number of shares granted and the target share
price of $42.00 shall be adjusted for changes in the common stock as
outlined in Section 5.05 of the Plan or as otherwise mutually agreed in
writing between the parties. For purposes of clarity, the term "stock
price" in (i) above means the closing stock price of the common stock of
the Company."
2. Except as expressly amended by this Amendment, the Agreement shall
remain in full force and effect as the same was in effect immediately prior to
the effectiveness of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement as of the date set forth above.
JARDEN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and
Chief Executive Officer
/s/ Ian X.X. Xxxxxx
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Ian X.X. Xxxxxx