CERTIFICATE OF INCORPORATION
OF
ALLTRISTA ACQUISITION II, INC.
ARTICLE I
The name of the corporation (the "Corporation") is: Alltrista Acquisition II,
Inc.
ARTICLE II
The address of the registered office of the Corporation in the State of Delaware
is 2711 Centerville Road Suite 400, City of Wilmington, County of New Cast1e,
Delaware 19808. The name of the registered agent of the Corporation at such
address is Corporation Service Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware.
ARTICLE IV
The total number of shares of stock which the Corporation shall have authority
to issue is 1,000 shares of Common Stock, each of which shall have no par value.
ARTICLE V
The name and mailing address of the Incorporator is as follows:
Kenneth O. Gordon, Jr.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute, the
by-laws of the Corporation may be made, altered, amended or repealed by the
stockholders or by a majority of the entire board of directors of the
Corporation (the "Board").
ARTICLE VII
Elections of directors need not be by written ballot.
ARTICLE VIII
(a) The Corporation shall indemnify to the fullest extent permitted under and in
accordance with the laws of the State of Delaware any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had
no reasonable cause to believe the person's conduct was unlawfu1. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person's conduct was
unlawful.
(b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
(c) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.
(d) The indemnification and other rights set forth in this Article VIII shall
not be exclusive of any provisions with respect thereto in the by-laws of the
Corporation or any other contract or agreement between the Corporation and any
officer, director, employee or agent of the Corporation.
(e) Neither the amendment nor repeal of this Article VIII, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with Article
VIII shall eliminate or reduce the effect of this Article VIII in respect of any
matter occurring before such amendment, repeal or adoption of an inconsistent
provision or in respect of any cause of action, suit or claim relating to any
such matter which would have given rise to a right of indemnification or right
to receive expenses pursuant to this Article VIII if such provision had not been
so amended or repealed or if a provision inconsistent therewith had not been so
adopted.
(f) No director shall be personally liable to the Corporation or any stockholder
for monetary damages for breach of fiduciary duty as a director; provided,
however, that the foregoing shall not eliminate or limit the liability of a
director:
(i) for any breach of the director's duty of loyalty to the Corporation or
its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(iii) under Section 174 of the General Corporation Law of the State of
Delaware; or
(iv) for any transaction from which the director derived an improper
personal benefit.
If the General Corporation Law of the State of Delaware is amended
after March 20, 2002 to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State of Delaware, as so
amended.
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the purpose of
forming a Corporation pursuant to the General Corporation Law of the State of
Delaware makes this Certificate, hereby declaring and certifying that this is
his act and deed and the facts herein stated are true and, accordingly, has
hereunto set his hand this 20th day of March, 2002.
/s/ Kenneth G. Gordon, Jr. Sole Incorporator
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