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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employment Agreement

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: Jarden Corporation You are currently viewing:
This Employment Agreement involves

Jarden Corporation

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Title: SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 5/25/2007

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: jarden corporation
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Exhibit 10.3

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 24, 2007, is entered into between Jarden Corporation, a Delaware corporation (the “Company”) and James E. Lillie, (the “Employee”).

WITNESSETH :

WHEREAS, the Company and the Employee are parties to an Amended and Restated Employment Agreement entered into as of January 24, 2005 (the “Employment Agreement”); and

WHEREAS, the Company desires to continue to employ Employee as President and Chief Operating Officer of the Company on the terms and conditions hereinafter set forth; and

WHEREAS, Employee is willing to continue to be employed as President and Chief Operating Officer of the Company on such terms and conditions; and

WHEREAS, the members of the Compensation Committee have considered potential future compensation for senior executives and retained independent consultants to assist with this review; whereupon, based on the results of its review, the Compensation Committee thereafter concluded that it would recommend that the Board adopt the employment and compensation arrangements in this Second Amended and Restated Agreement; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors and the Company’s Board of Directors, at meetings duly called and held, have each authorized and approved the execution and delivery of this Agreement by the Company; and

WHEREAS, the Company and Employee desire to enter into this Agreement which shall be deemed to amend, restate and replace the Amended and Restated Employment Agreement between the Company and Employee dated as of January 24, 2005.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee hereby agree as follows:

1. Employment . The Company hereby continues to employ the Employee as Chief Operating Officer of the Company, and the Employee accepts such employment, upon the terms and subject to the conditions set forth in this Agreement. Notwithstanding the foregoing, it is understood and agreed that the Employee from time to time may (a) be appointed to additional offices or to different offices than those set forth above provided they are within a fifty mile radius of the current Rye, New York, location, (b) perform such duties other than those set forth above, and/or (c) relinquish one or more of such offices or other duties, as may be mutually agreed by and between the Company and the

 


Employee; and, that no such action shall be deemed or construed to otherwise amend or modify any of the remaining terms or conditions of this Agreement.

2. Term . The term of this Agreement shall commence on the date hereof and shall end on December 31, 2009 (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10. The employment of the Employee shall automatically continue hereunder following the Initial Term for the successive one (1) year periods (the “Renewal Terms”) unless the Company or the Employee gives written notice to the other at least (90) ninety days prior to the end of the Initial Term. Subsequent to the Initial Term, the employment of the Employee hereunder may be terminated at the end of any Renewal Term by delivery by either the Employee or the Company of a written notice to the other part at least (90) ninety days prior to the end of any Renewal Term.

3. Duties . During the term of this Agreement, the Employee shall, subject to the provisions of Section 1 above, serve as President and/or Chief Operating Officer of the Company and shall perform all duties commensurate with his position that may be assigned to him by the Chief Executive Officer of the Company and/or by the Board of Directors of the Company consistent with such position; provided that the Chief Executive Officer may change Employee’s title and/or duties in connection with a restructuring pursuant to which the roles of President and Chief Operating Officer are divided into two separate functions, and such change in title and/or function shall not be deemed a termination or constructive termination of Employee’s employment hereunder. The Employee shall devote substantially all of his time and energies to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company as necessary to diligently and competently perform the duties of his position.

4. Compensation and Benefits . Effective as of January 1, 2007 and during the term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee’s observance and performance of all of the provisions hereof, a salary of $635,000 per year (the “Base Compensation”). The Base Compensation shall be reviewed annually and shall be increased by a minimum of the Consumer Price Index. In addition, the Employee shall be eligible for a bonus package based on performance. The decision as to whether to pay the Employee a bonus, as well as the amounts and terms of any such bonus package, shall be determined by the Compensation Committee of the Board of Directors as part of its annual budget review process. In addition to any other bonus(es), whether based on performance, operations or otherwise, that the Compensation Committee may award to Employee pursuant to the Company’s Short-Term Cash Incentive Awards under the Plan (as defined below) or such other similar plan that the Company may have in place, the bonus program shall give the Employee the opportunity to earn up to 50% of Base Compensation each year for achieving the Company’s EBITDA and earnings per share budget and up to 100% of Base Compensation for achieving EBITDA 10% higher than budget and EPS 10% higher than budget. Each will be given a 50% percent weight in the bonus calculation. In addition, the Employee will be eligible to be awarded a discretionary bonus of up to 50%

 

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of Base Compensation for services specifically performed relating to exceptional performance related to other corporate activity undertaken by the Company in any year (the “Discretionary Bonus”). Any Discretionary Bonus shall be determined in the sole discretion of either the Board of Directors or its Compensation Committee.

The Employee’s salary shall be payable in accordance with the normal payroll practices of the Company and shall be subject to withholding for applicable taxes and other amounts. During the term of this Agreement, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility and other provisions thereof, such medical, insurance, and other fringe benefit plans or policies as the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. The Company retains the rights to terminate or alter any such plans or policies from time to time. The Employee shall also be immediately entitled to four weeks of vacations as well as sick leave and other similar benefits in accordance with policies of the Company from time to time in effect for personnel with commensurate duties. The company will purchase a term life insurance policy, or other similar insurance vehicle, for the benefit of the employee in the amount of one million dollars.

On the date hereof and on May 1 of each year after the date hereof ending on, but including, May 1, 2011 (or, if any such date is not a business day, on the next succeeding business day), provided Employee is employed on such date, Employee shall be entitled to receive an annual grant of 40,000 shares of restricted stock (the “Restricted Stock”) under the Company’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Plan”) or such other similar stock plan that the Company may have in place, based on the long-term incentive framework for the Company adopted by the Compensation Committee. The restrictions on the awards shall lapse based on achievement of a target appreciation in the stock price of the common stock of the Company set by the Compensation Committee at the time of grant, but not to exceed a maximum target appreciation percentage according to the following schedule:

 

Grant    Date    Maximum Target Stock Price
Appreciation (%) over Closing Price on
Last Trading Day of Prior Year
40,000    May 24, 2007    40%
40,000    May 1, 2008    12%
40,000    May 1, 2009    12%
40,000    May 1, 2010    12%
40,000    May 1, 2011    12%

The vesting target shall be achieved on the date that the average closing price of the Company’s common stock on the New York Stock Exchange (or such other securities exchange on which the Company’s common stock may then be traded) for any period of five consecutive trading days equals or exceeds a price representing an increase over the closing price on the last trading day of the prior calendar year at least equal to the target stock price appreciation percentage set by the Compensation Committee (up to the

 

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maximum set forth above). By way of example, based on a closing price of $34.79 per share for the Company’s common stock on December 29, 2006 (the last trading day of the year prior to the May 2007 grant), the restrictions on the Restricted Stock granted in May 2007 would lapse and the shares become fully vested on the date that the average closing price of the Company’s common stock on the New York Stock Exchange for any period of five consecutive trading days has equaled or exceeded $48.70 per share. In the event that a Change of Control of the Company (as defined herein) occurs prior to achievement of the vesting targets for each annual grant of Restricted Stock pursuant to this Section 4, each of the annual restricted stock awards set forth in this Section 4 shall be immediately granted, notwithstanding whether the scheduled grant date has been achieved, and the restrictions on all such shares of Restricted Stock shall immediately lapse and such shares shall become fully vested.

The Company shall use its commercially reasonable efforts to obtain stockholder approval for an equity compensation plan or an amendment to the Plan that provides the Company with sufficient availability to grant such Restricted Stock. In the event that the Company does not have a stock incentive plan in place on or prior to May 1 of each year with enough shares to be granted to the Employee pursuant to this Section 4, the Company shall grant to the Employee such number of shares of Restricted Stock that are available under the Company’s stock incentive plans, and in lieu of any shares of Restricted Stock not granted (the “Remaining Stock”), Employee shall receive a mutually acceptable compensation package having performance targets and a value equivalent to the value of the shares of Remaining Stock not issued to the Employee as determined in good faith by the Compensation Committee or Board of Directors, as the case may be.

Upon satisfaction of the conditions and the lapsing of the restrictions on each grant of Restricted Stock as set forth in this Section 4, Employee shall be entitled to (i) satisfy the minimum withholding tax obligation (or such greater withholding amount as the Compensation Committee may approve) by electing to have the Company withhold from the Restricted Stock that number of shares having a Fair Market Value (as defined in the Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee may approve), determined on the date that the amount of tax to be withheld is to be determined, and (ii) thereafter sell only 20% (but not more than 20%) of such remaining vested shares in any calendar year ending prior to January 1, 2012, provided that Employee shall be entitled to sell all such vested shares at any time on or after January 2012, subject to applicable law, regulation or stock exchange rule. The foregoing 20% limitation shall lapse upon a Change of Control of the Company.

The number of shares granted and the target share price shall be adjusted for changes in the common stock as outlined in Section 18.4 of the Plan or as otherwise mutually agreed in writing between the parties. The terms of each grant of Restricted Stock hereunder shall be set forth in a Restricted Stock Award Agreement, substantially similar to the form used for the 2005 restricted share grant to Employee, which will reflect the terms of this Section 4.

 

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As used herein, “Change of Control of the Company” means and shall be deemed to have occurred if:

(i) any person (within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Securities representing 50 percent or more of the total voting power of all the then-outstanding Voting Securities; or

(ii) the individuals who, as of the date hereof, constitute the Board, together with those who first become directors subsequent to such date and whose recommendation, election or nomination for election to the Board was approved by a vote of at least a majority of the directors then still in office who either were directors as of the date hereof or whose recommendation, election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute a majority of the members of the Board; or

(iii) the stockholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company or a subsidiary, reverse split of any class of Voting Securities, or an acquisition of securities or assets by the Company or a subsidiary, or consummation of any such transaction if stockholder approval is not obtained, provided, that any such transaction in which the holders of outstanding Voting Securities immediately prior to the transaction receive (or, in the case of a transaction involving a subsidiary and not the Company, retain), with respect to such Voting Securities, voting securities of the surviving or transferee entity representing more than 60 percent of the total voting power outstanding immediately after such transaction shall not be deemed a Change of Control if the voting power of each such continuing holder relative to other such continuing holders not substantially altered in such transaction; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

“Voting Securities or Security” means any securities of the Company which carry the right to vote in the election of, or participate in the appointment of, the Company’s directors.

5. Reimbursement of Business Expenses . During the term of this Agreement, upon submission of proper invoices, receipts or other supporting documentation satisfactory to the Company and in specific accordance with such guidelines as may be established from time to time by the Company, the Employee shall be reimbursed by the Company for all reasonable business expenses actually and necessarily incurred by the Employee on behalf of the Employer in connection with the performance of services under this Agreement.

 

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6. Representation of Employee . The Employee represents and warrants that that he is not party to, or bound by, any agreement or commitment, or subject to any restriction, including but not limited to agreements related to previous employment containing confidentiality or non compete covenants, which in the future may have a pos


 
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