Exhibit 10.2
JARDEN CORPORATION
RESTRICTED STOCK AWARD AND
AMENDMENT AGREEMENT
This RESTRICTED
STOCK AWARD AND AMENDMENT AGREEMENT, dated as of the 13
th
day of January, 2009
(the “ Agreement ”), by and between Jarden
Corporation, a Delaware corporation (the “ Corporation
”), and Martin E. Franklin (the “ Restricted
Stockholder ”).
W I T N E S S E T H :
WHEREAS, the Restricted Stockholder
is an employee of the Corporation;
WHEREAS, the Restricted Stockholder
entered into the Third Amended and Restated Employment Agreement,
dated as of May 24, 2007 (as amended, the “
Employment Agreement ”), by and between the
Corporation and the Restricted Stockholder;
WHEREAS, pursuant to the terms of
the Employment Agreement, the Corporation is obligated to grant to
the Restricted Stockholder certain performance based equity awards
in the form of restricted shares of common stock, par value $0.01
per share (the “ Common Stock ”), of the
Corporation (the “ Restricted Stock ”) under the
Corporation’s Amended and Restated 2003 Stock Incentive Plan,
as amended (the “ Stock Incentive Plan ”) or
such other similar stock plan that the Corporation may have in
place, based on the long-term framework for the Corporation adopted
by the Compensation Committee; and
WHEREAS, pursuant to
Section 3(c) of the Employment Agreement, in the event that
the Corporation does not have sufficient shares pursuant to the
Stock Incentive Plan (or such other similar stock plan that the
Corporation may have in place) to grant the number of shares of
Restricted Stock to the Restricted Stockholder as provided in
Section 3(c) of the Employment Agreement, the Corporation is
obligated to grant to the Restricted Stockholder such number of
shares of Restricted Stock that are available under the
Corporation’s stock incentive plans, and in lieu of any
shares of Restricted Stock not granted (the “ Remaining
Stock ”), grant to the Restricted Stockholder a
compensation package having performance targets and a value
equivalent to the value of the shares of Remaining Stock not issued
to the Restricted Stockholder; and
WHEREAS, the Corporation does not
have sufficient shares available under the Stock Incentive Plan to
fulfill the grant of 230,000 shares of Restricted Stock required to
be granted to the Restricted Stockholder in 2009 as required by
Section 3(c) of the Employment Agreement; and
WHEREAS, the Restricted Stockholder
has agreed to accept the alternate consideration set forth in this
Agreement in lieu of the Remaining Stock not granted to the
Restricted Stockholder due to the lack of availability of such
shares under the Stock Incentive Plan; and
WHEREAS, the Restricted Stockholder
has agreed to use any cash paid to the Restricted Stockholder in
lieu of the Remaining Stock to purchase Common Stock of the
Corporation, and the Compensation Committee of the
Corporation’s Board of Directors
has determined that it would be in the best
interest of the Corporation for the Restricted Stockholder to be
granted cash in lieu of such Remaining Stock and to use such cash
to purchase Common Stock; and
WHEREAS, the Restricted Stockholder
has voluntarily agreed to be paid 7.5% less than his contractual
base salary during the Corporation’s fiscal year 2009;
and
WHEREAS, the Corporation is willing
to grant the portion of the Restricted Stock that the Corporation
has the shares available to grant to the Restricted Stockholder as
of the date of this Agreement rather than on May 1, 2009 in
exchange for the covenants and agreements of the Restricted
Stockholder hereunder; and
WHEREAS, the parties hereto desire
to enter into this Agreement on the terms hereinafter set
forth.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Agreement,
the Corporation and the Restricted Stockholder hereby agree as
follows:
1. Granting of Restricted
Shares and Alternate Consideration in Lieu of Remaining Shares
. (a) Notwithstanding anything to the contrary in the
Employment Agreement, the Corporation hereby agrees immediately to
grant to the Restricted Stockholder, effective as of the date
hereof (the “ Date of Grant ”), 160,000
restricted shares of Common Stock (the “ Performance
Shares ”), subject to all of the terms and conditions of
this Agreement, the Employment Agreement and the Stock Incentive
Plan, in partial satisfaction of the Corporation’s obligation
to grant Restricted Stock to the Restricted Stockholder in 2009
pursuant to Section 3(c) of the Employment Agreement. The
restrictions on the Performance Shares shall lapse, and the
Performance Shares shall be fully vested, on the Vesting Date as
set forth in Section 2 below.
(b) In lieu of the 70,000 shares of
the Remaining Stock that the Corporation is obligated pursuant to
Section 3(c) of the Employment Agreement to grant to the
Restricted Stockholder in 2009, the Corporation hereby agrees to
grant to the Restricted Stockholder, and the Restricted Stockholder
agrees to accept, a cash payment (the “ Alternate
Payment ”), in an amount equal to the value of such
shares of Remaining Stock not issued to the Restricted Stockholder,
on the Date of Determination (as defined below). For purposes of
determining the amount of the Alternate Payment, the value of the
shares of Remaining Stock not issued to the Restricted Stockholder
shall be determined in good faith by the Compensation Committee or
the Board of Directors, as the case may be, based on the closing
price of the Corporation’s Common Stock on the New York Stock
Exchange (or such other se
