JARDEN CORPORATION
000 Xxxxxxxx Xxxxx Xxxxxx
Xxx, Xxx Xxxx 00000
March 26, 2004
Xx. Xxxx X. Xxxx
c/x Xxxxx Ticonderoga Company
000 Xxxxxxxxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Re: Termination of Option to Purchase 440,000 Shares of Common Stock
Dear Xxxx:
Reference is made to the Option Agreement, dated January 9, 2004 (the
"Option Agreement"), between Jarden Corporation ( "Buyer") and you, pursuant to
which you granted to Buyer and/or its affiliates or designees the irrevocable
right and option to purchase from you 440,000 shares of common stock, $1 par
value per share, of Xxxxx Ticonderoga Company (the "Company") at a price per
share equal to $5.00, subject to the terms and conditions set forth therein. You
entered into the Option Agreement as a condition to Buyer entering into a letter
agreement with the Company, dated as of January 9, 2004 (as amended, the
"Exclusivity Agreement"), pursuant to which the Company granted to Buyer the
exclusive right to negotiate with the Company regarding a potential transaction
involving the Company. As you are aware, pursuant to a letter dated as of the
date hereof, Buyer and the Company have finally terminated discussions and
negotiations with respect to a potential transaction and have terminated the
Exclusivity Agreement. In view of the termination of discussions and
negotiations between Buyer and the Company and the corresponding termination of
the Exclusivity Agreement, you and Buyer hereby agree to terminate the Option
Agreement.
This letter 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,
JARDEN CORPORATION
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Senior Vice President
Accepted and agreed:
Xxxx X. Xxxx
/s/ Xxxx X. Xxxx
---------------------------
Date: March 26, 2004
