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Exhibit 10.3
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 Ian G.H. Ashken (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, 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 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 . (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 "), 95,000 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. 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) The Restricted Stockholder hereby
acknowledges that the consideration set forth above in paragraph
(a) of this Section 1 is in full satisfaction of the
Corporation’s obligation to grant the Restricted Stockholder
95,000 shares of Restricted Stock on May 1, 2009 pursuant to
Section 3(c) of the Employment Agreement. The Restricted
Stockholder further acknowledges that the Corporation shall not be
obligated pursuant to the Employment Agreement to grant the
Restricted Stockholder additional shares of Restricted Stock in
calendar year 2009.
(c) All capitalized terms used herein but not defined shall have
the meanings given to such terms in the Stock Incentive Plan.
2 . Vesting Period . The Performance Shares shall
no longer be subject to the restrictions set forth herein on the
earlier to occur of (such date, the " Vesting Date "):
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(a)
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the last day of any five consecutive
trading day period during which the average closing price of the
Corporation’s common stock on the New York Stock Exchange (or
such other securities exchange on which the Corporation’s
Common Stock may then be traded) equals or exceeds 12% above the
closing stock price on December 31, 2008 ($12.88);
or
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(b)
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the date there is a Change of
Control of the Corporation (as defined in the Employment
Agreement).
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Except as otherwise provided in the Employment
Agreement, in the event the Restricted Stockholder’s
employment is terminated by the Corporation or voluntarily by the
Restricted Stockholder, the Restricted Stockholder will surrender
all of the unvested Performance Shares issuable pursuant to the
terms hereof.
The number of shares granted and the stock price referred to
above shall be adjusted for changes in the Common Stock as outlined
in Section 18.4 of the Stock Incentive Plan or as otherwise
mutually agreed in writing between the parties.
3. Non-Transferability . The Performance Shares
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