160147.2
AMENDMENT NO.2
TO
RESTRICTED STOCK AWARD AGREEMENT
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THIS Amendment (the "Amendment"), dated as of April 15, 2002, to the Restricted
Stock Award Agreement, dated January 2, 2002, is entered into between Alltrista
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 effective as of January 1, 2002, as
amended, (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 1 of the Agreement is hereby amended to change the
$35.00 price per share at which the restrictions lapse, to $45.00 per share.
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 Amendment.
IN WITNESS WHEREOF, each of the parties hereto have duly
executed this Agreement as of the date set forth above.
ALLTRISTA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Chairman and Chief Executive Officer
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/s/ Ian X.X. Xxxxxx
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Ian X.X. Xxxxxx
