Exhibit 99-4
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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: Support Agreement
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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. In order to
provide you with enhanced financial security and sufficient encouragement to
maximize the value of the Company through a Vesting Event (as hereinafter
defined), the Buyer believes that it is imperative upon the occurrence of a
Vesting Event (as hereinafter defined) to provide you with the financial
benefits set forth in this Support Agreement and its Exhibit "A" attached hereto
(the "Support Agreement").
In the event that the Buyer or an affiliate of the Buyer consummates a
Transaction (as such term is defined in the Exclusivity Agreement) or the Buyer
or an affiliate consummates any tender offer, merger, purchase of substantially
all of the assets of the Company, or other form of business combination with the
Company (a "Vesting Event"), the Buyer (i) shall cause the Company's or its
successors performance and payment of all of the Buyer's and the Company's
obligations under and pursuant to the terms and conditions of this Support
Agreement and the Employment Agreement executed by you and the Company dated
January 1, 1995 (the "Employment Agreement"), including, without limitation, the
payment of all compensation and benefits as set forth in Exhibit "A" hereto,
(ii) shall promptly take all actions necessary to enable the Company or its
successor to pay and perform all of its obligations under and pursuant to the
terms and conditions of this Support Agreement and the Employment Agreement,
including, without limitation, contributing sufficient capital to the Company or
its successor to enable such payment and performance, and (iii) agrees that
neither the Buyer nor any affiliate of the Buyer will take any action that would
render the Company or its successor unable to pay and perform its obligations
under and pursuant to the terms and conditions of this Support Agreement and the
Employment Agreement. The Buyer consents and agrees that it may be sued by you
with or without joining the Company and without first or contemporaneously suing
the Company. This Support Agreement shall be binding upon the Buyer's and the
Company's successors and assigns.
Promptly after the Vesting Event, the Buyer will cause the Company to
acknowledge the Company's obligations to provide you with the benefits set forth
in this Support Agreement and its Exhibit "A" attached hereto.
The parties acknowledge and agree that nothing contained herein shall
constitute an agreement, or otherwise create any obligation for the Buyer, to
acquire control of the Company.
Whenever used in this Support Agreement, the term "affiliate" shall mean,
in respect to any person or entity, any other person or entity that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with the first person or entity.
You shall not be required to mitigate the amount of any payment
contemplated by this Support Agreement or the Employment Agreement, nor shall
any such payment be reduced by any earnings that you may receive from any other
source.
This Support Agreement and the Employment Agreement constitute the entire
agreement, and supersede all prior agreements and understandings, among the
parties hereto with respect to the subject matter hereof. This Support 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 as either party may reasonably request to effectuate the transaction
contemplated by this Support Agreement. The validity, interpretation,
construction and performance of this Support Agreement shall be governed by the
laws of the State of Florida. If any party brings an action to enforce a party's
rights under this Support Agreement or the Employment Agreement, the prevailing
party in such action shall be entitled to recover from the non-prevailing party
payment of all expenses (including reasonable attorneys' fees and costs)
incurred by the prevailing party in such action.
This Support 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. This Support Agreement shall
be enforceable by your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
In the event that the Vesting Event does not occur on or before December
31, 2004, all terms and provisions of this Support Agreement shall become null,
void and without any force or effect.
[Remainder of this Page Intentionally Left Blank]
If this letter accurately reflects our agreement, kindly confirm your
acceptance by signing this letter in the space provided.
Very truly yours,
JARDEN CORPORATION
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: President
Accepted and agreed:
/s/ Xxxx X. Xxxx
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Date: January 9, 2004
Exhibit "A" to Pala Support Agreement
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1. Notwithstanding any terms of the Employment Agreement to the contrary,
the parties agree that upon the occurrence of a Vesting Event you will
immediately resign from employment with the Company. Immediately upon your
resignation, you shall be entitled to the following pay, benefits and
entitlements:
(a) Severance pay in the amount of two years of your annual base salary in
effect as of the Vesting Event, to be paid in a lump sum on or before the
fifteenth day following the date of your resignation (the "Termination Date"),
or in equal semimonthly installments on the fifteenth and last days of each
month commencing with the month in which the Termination Date occurs and
continuing for six months, at your option. In the event of your death, severance
payments shall be tendered by the Company or its successor to Executive's estate
as directed by its administrator or executor.
(b) For three years following the Termination Date, continued enrollment
for you and your family in all employee benefit plans and programs in which you
and your family were entitled to participate as of the Vesting Event or
immediately prior to the Termination Date, whichever is more favorable to you,
upon the same terms and conditions as you participated on such date, provided
your continued participation is possible under the general terms and provisions
of such plans and programs. The continued benefits to which you and your family
shall be entitled include but are not limited to health insurance (including
matching benefits and coverage for preexisting conditions); 401K matching
contributions; country club membership fees, dues and assessments; health club
memberships; executive physical examinations (e.g., Mayo Clinic); professional
association dues; continuing education fees; and any other benefits you and your
family were entitled to receive as of the Vesting Event or immediately prior to
the Termination Date, whichever is more favorable to you. In the event of your
death, your surviving family members shall continue to receive the foregoing
benefits to the maximum extent allowable by law. The Company and the Buyer
retain the right to terminate, alter, replace or modify benefits under any plans
or policies including those governed by ERISA rules and regulations (as opposed
to executive perquisites such as club memberships) on a non-discriminatory basis
from time to time, provided that such actions do not materially reduce the value
of the aggregate benefits provided to you under such plans or policies (in light
of any additional benefits provided to you in connection with such termination,
alteration, replacement or modification).
