Exhibit 99-3
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JARDEN CORPORATION
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
January 9, 2004
Xx. Xxxx X. Xxxx
c/x Xxxxx Ticonderoga Company
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Re: Option to Purchase 440,000 Shares of Common Stock
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Dear Xxxx:
As you are aware, Jarden Corporation (the "Buyer") has entered into a
letter agreement (the "Exclusivity Agreement") with Xxxxx Ticonderoga Company
(the "Company") dated as of even date herewith, pursuant to which, among other
things, the Company granted to the Buyer the exclusive right to negotiate with
the Company regarding a potential transaction involving the Company. It is a
condition to the Buyer entering into the Exclusivity Agreement and committing
the resources and incurring the expenses contemplated thereby that you agree to
enter into this agreement. Capitalized terms not otherwise defined herein shall
have the respective meanings ascribed to them in the Exclusivity Agreement.
Option
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By signing below, you hereby grant to Buyer and/or its affiliates or
designees the irrevocable right and option (the "Option") to purchase from you
440,000 shares of common stock, $1 par value per share, of the Company (the
"Option Shares") at a price per share equal to $5.00 (the "Share Price"),
payable in immediately available funds, subject to the terms and conditions set
forth herein. The Option may be exercised by Buyer at any time during the period
commencing on the date hereof and expiring at 6:00 p.m., New York City time, six
months after the Termination Date (the "Expiration Date"), so long as the
Company has during that period entered into a Acquisition Agreement for the
consummation of a Transaction or a Takeover Proposal (a "Vesting Event"). To
exercise the Option, Buyer must deliver to you a written notice (the "Exercise
Notice") of its intention to effect that exercise specifying the total number of
Option Shares it wishes to purchase. Notwithstanding delivery of an Exercise
Notice on or prior to the Expiration Date in accordance with the terms of this
Agreement, the transfer and sale of the Option Shares to Buyer (or its designee)
and the payment of the Share Price for each such share shall be subject to and
conditioned upon the consummation of a Transaction or Takeover Proposal pursuant
to such Acquisition Agreement (whether such consummation occurs prior to, on, or
after the Expiration Date), and if such Acquisition Agreement shall be
terminated without consummation of a Transaction or Takeover Proposal pursuant
thereto, such Exercise Notice shall be void and of no further force and effect.
The closing of the purchase of the Option Shares (the "Closing") will take place
immediately prior to or simultaneously with the consummation of such Transaction
or such other Takeover Proposal at the offices of Xxxx Xxxxxxx, PC, 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, XX, or at such other time and place as the parties
may mutually agree. Notwithstanding the foregoing, if at any time following the
Vesting Event you shall provide the Buyer with a written demand (the "Demand")
that Buyer immediately exercise the Option, any portion of the Option not
exercised at 6:00 p.m. on the fifteenth (15th) business day following Xxxxx's
receipt of the Demand shall expire at such time.
Voting of Option Shares
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At any meeting of stockholder of the Company or in connection with any
written consent of stockholders of the Company held pursuant to a definitive
merger agreement (or other definitive documentation) (the "Definitive
Agreement") for a Transaction entered into prior to the Termination Date,
however called, and at every adjournment thereof you agree to vote the Option
Shares (i) in favor of the approval of the merger and/or any other transactions
contemplated by the Definitive Agreement, and (ii) against any Takeover Proposal
or other corporate action or resolution the consummation of which would
frustrate the purposes, or prevent or delay the consummation, of any
transactions contemplated by the Definitive Agreement.
Representations, Warranties and Covenants
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In order to induce the Buyer to enter into this agreement, by signing below
you represent and warrant to Buyer as follows, which representations shall be
accurate as of the Closing and shall survive the Closing:
1. You have the power and authority to execute, deliver and perform this
agreement, which has been duly executed and delivered and constitutes your
legal, valid and binding obligation, enforceable in accordance with its terms.
2. Your execution and performance of this agreement does not violate any
law or regulation, or any agreement to which you are a party or to which the
Option Shares are subject.
3. You are the sole legal and beneficial owner and have good title to the
Option Shares. There exists no liens, claims, pledges, options, proxies, voting
agreements, charges, restrictions or encumbrances of any kind (collectively, a
"Lien") affecting the Options Shares. At the Closing you will transfer and sell
the Option Shares to Buyer, which will acquire, good and marketable title to the
Option Shares free of any Liens.
4. The Option Shares are, and when acquired by Buyer or its designee will
be, fully paid and non-assessable.
5. There are no actions, suits, proceedings or claims pending or, to your
knowledge, threatened with respect to or in any manner affect your ownership of
the Option Shares.
In order to induce you to enter into this agreement, the Buyer represents
and warrants to you as follows, which representations shall be accurate as of
the Closing and shall survive the Closing:
1. Buyer has the power and authority to execute, deliver and perform this
agreement, which has been duly executed and delivered and constitutes its legal,
valid and binding obligation, enforceable in accordance with its terms.
2. Xxxxx's execution and performance of this agreement does not violate any
law or regulation, or any agreement to which its a party.
3. Neither the Buyer nor any of its affiliates beneficially owns, directly
or indirectly (as determined pursuant to Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, as in effect
on the date hereof) any shares of capital stock of the Company (other than the
Option Shares).
Miscellaneous
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This agreement constitutes the entire agreement, and supersedes all prior
agreements and understandings, among the parties hereto with respect to the
subject matter hereof. This agreement may only be amended in a writing signed by
each of the parties hereto. The parties shall agree to execute such additional
documents and take such further steps following the Closing as either party may
reasonably request to effectuate the transaction contemplated by this agreement.
All notices and other communications under this agreement shall be made to the
party entitled to receive the same at such party's address noted above. Notice
and communications to the Buyer shall be addressed to the attention of its
Chairman and CEO. Nothing expressed or implied in this agreement is intended, or
shall be construed, to confer upon or give any party other than the Buyer and
you any rights or remedies under or by reason of this agreement.
Each party hereto (in such capacity an "Indemnifying Party") shall
indemnify, defend and hold harmless the other party hereto (in such capacity an
"Indemnified Party") from and against any and all damages, claims, losses,
expenses, costs, obligations and liabilities (including, without limitation,
reasonable attorneys' fees and expenses) suffered by the Indemnified Party and
resulting from or arising in connection with any false or incorrect
representation or warranty made by the Indemnifying Party herein, or the breach
by the Indemnifying Party of its covenants and agreements hereunder. The
parties' obligations pursuant to his paragraph shall survive the termination of
this agreement.
Each party shall bear its own expenses.
This agreement shall be governed by, construed and enforced under the laws
of the State of Delaware.
This agreement may be executed in any number of counterparts and via
facsimile, each of which shall be deemed to be an original and all of which
shall be deemed to be one and the same agreement.
If this letter accurately reflects your understanding, kindly confirm your
acceptance by signing this letter in the space provided.
Very truly yours,
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: President
Accepted and agreed:
Xxxx X. Xxxx
/s/ Xxxx X. Xxxx
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Date: January 9, 2004
