AMENDMENT NO. 1
TO
RESTRICTED STOCK AWARD AGREEMENT
THIS Amendment (the "Amendment"), dated as of September 4, 2003, to the
Restricted Stock Award Agreement, dated May 8, 2003, is entered into between
Jarden Corporation, a Delaware corporation (the "Company") and Xxxxxx X.
Xxxxxxxx, (the "Employee").
WITNESSETH:
WHEREAS, the Employee and the Company are parties to that certain
Restricted Stock Award Agreement dated May 8, 2003, (the "Agreement"); and
WHEREAS, the parties mutually desire to 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 2.a.(i) of the Agreement is hereby amended and restated to
read as follows:
"(i) the date that the per share stock price of the Common Stock equals
or exceeds forty-two dollars ($42.00), subject to adjustment
pursuant to Section 18.4 of the Plan or as otherwise mutually
agreed in writing between the parties (for purposes of clarity,
the term "stock price" above means the closing stock price of the
Common Stock); or"
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/ Ian X.X. Xxxxxx
-----------------------------
Name: Ian X.X. Xxxxxx
Title: Vice Chairman, Chief
Financial Officer, and
Secretary
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
