JARDEN CORPORATION
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT (the "Agreement") made as of this 4th day of
August, 2003, by and between Jarden Corporation, a Delaware corporation, having
its principal office at 555 Theodore Fremd Avenue, Rye, New York 10580 (the
"Corporation"), and James E. Lillie residing at 49 Powder Horn Hill Road,
Wilton, CT 06897 (the "Shareholder"). Capitalized terms not defined herein shall
have the meanings ascribed to them in the Corporation's 2003 Stock Incentive
Plan.
W I T N E S S E T H:
WHEREAS, the Corporation has heretofore adopted the Jarden Corporation
2003 Stock Incentive Plan (the "Plan") for the benefit of certain employees,
officers, directors, consultants, independent contractors and advisors of the
Corporation or any parent, affiliate or subsidiary of the Corporation (a
"Participating Corporation"), which Plan has been approved by the Corporation's
stockholders; and
WHEREAS, the Restricted Stockholder is a valued and trusted employee of
the Corporation and/or a Participating Corporation and the Corporation believes
it to be in the best interests of the Corporation to reward the Restricted
Stockholder for prior services and to secure the future services of the
Restricted Stockholder by providing the Restricted Stockholder with an
inducement to remain an employee of the Corporation and/or a Participating
Corporation and through the grant of restricted shares of common stock (the
"Common Stock"), par value $.01 per share, of the Corporation.
NOW THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
1. GRANT OF RESTRICTED SHARES. Pursuant to the provisions of the Plan,
effective as of August 8, 2003 (the "Date of Grant"), the Corporation hereby
grants to the Restricted Stockholder Thirty-Five Thousand (35,000) shares of
Common Stock (the "Restricted Shares"), subject to all of the terms and
conditions of this Agreement and the Plan. As more fully described below, the
shares granted hereby are subject to forfeiture by the Restricted Stockholder if
certain criteria are not satisfied.
2. VESTING PERIOD.
(a) Vesting. The Restricted Shares shall vest and become nonforfeitable
upon the earlier of:
(i) the date that the per share stock price of the Common Stock
equals or exceeds forty dollars ($40.00), subject to
adjustment pursuant to Section 18.4 of the Plan or as
otherwise mutually agreed in writing between the parties; or
(ii) the date that there is a Change-of-Control Event of the
Company.
(b) Notwithstanding the vesting schedule set forth in 2(a) above,
schedule may be accelerated by the Board of Directors or the Committee, in their
sole decision.
(c) Restricted Shares that are vested pursuant to the provisions of
this Section 2 hereof are "Vested Restricted Shares." Restricted Shares that are
not vested pursuant to Section 2 hereof are "Unvested Restricted Shares."
(d) Termination of Employment. If the Restricted Stockholder ceases to
be an employee of the Corporation or any Participating Corporation for any
reason whatsoever including, death, Disability, voluntary termination or
termination by the Corporation or any Participating Corporation, prior to the
satisfaction of the vesting provisions set forth in Section 2 hereof,
notwithstanding anything to the contrary contained in this Agreement, no further
portion of his or her Restricted Shares shall become vested pursuant to this
Agreement and such Unvested Restricted Shares shall be forfeited effective as of
the date that the Restricted Stockholder ceases to be so employed by the
Corporation. For purposes of this Section 2, employment shall be considered as
(i) continuing uninterrupted during any bona fide leave of absence approved in
writing by the Committee (such as those attributable to prolonged illness), and
(ii) continuing after any change of employment within or among the Corporation
and any Participating Corporation so long as the Restricted Stockholder
continues to be an employee of the Corporation or any Participating Corporation.
In the event that the Restricted Stockholder continues to provide services to
the Corporation or a Participating Corporation upon a termination of employment,
the Committee may, in its sole discretion, determine that no termination shall
occur until such time as such individual is no longer providing services to the
Corporation or a Participating Corporation.
3. NON-TRANSFERABILITY. Until the Restricted Shares shall be vested and
until the satisfaction of any and all other conditions specified herein, the
Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Restricted Stockholder, except upon the written
consent of the Corporation.
4. CERTIFICATES FOR SHARES, DIVIDENDS AND STOCKHOLDER RIGHTS.
(a) Certificates for Restricted Shares shall be issued in the
Restricted Stockholder's name and shall be held by the Corporation until the
Restricted Shares shall become vested. The Corporation shall serve as
attorney-in-fact for the Restricted Stockholder during the period during which
the Restricted Shares are unvested with full power and authority in the
Restricted Stockholder's name to assign and convey to the Corporation any
Restricted Shares held by the Corporation for the Restricted Stockholder if the
Restricted Stockholder forfeits the shares under the terms of this Agreement and
the Plan. Certificates representing the Restricted Shares shall bear the
following legend:
"The Shares represented by this Stock Certificate have been
granted as restricted stock under the Jarden Corporation 2003
Stock Incentive Plan. Without the prior written consent of
the Corporation, the Shares represented by this Stock
Certificate may not be sold, exchanged, assigned,
transferred, pledged, hypothecated or otherwise encumbered or
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disposed of unless the restrictions set forth in the
Restricted Stock Agreement between the registered holder of
these Shares and Jarden Corporation shall have lapsed."
Upon the vesting of the Restricted Shares, the Corporation
shall so notify the Secretary of the Corporation and the Secretary shall obtain
from the Corporation Certificates representing all such shares that have vested,
which Certificates shall not bear any restrictive endorsement making reference
to this Agreement, and shall promptly issue and deliver such Certificates, if
any, to the Restricted Stockholder.
(b) Upon the full execution of this Agreement, subject to the
provisions of Section 2 hereof, the Restricted Stockholder shall have all the
rights of a stockholder with respect to such Restricted Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Restricted Shares; provided, however, that such Restricted
Shares and any new, additional or different securities the Restricted
Stockholder may become entitled to receive with respect to such Restricted
Shares by virtue of a stock split, dividend or other change in the corporate or
capital structure of the Corporation shall be subject to the vesting and
forfeiture provisions, restrictions on transfer and other restrictions set forth
in this Agreement and the Plan.
5. SHARE ADJUSTMENTS. In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of the Corporation's assets to
stockholders, or any other change affecting shares of the Corporation's
capitalization, the Committee in its discretion may make such adjustments as it
may deem appropriate to reflect such change and to fairly preserve the intended
benefits of the Plan.
6. NO RIGHT TO CONTINUED EMPLOYMENT. NOTHING IN THIS AGREEMENT SHALL
CONFER UPON THE RESTRICTED STOCKHOLDER ANY RIGHT WITH RESPECT TO CONTINUANCE OF
EMPLOYMENT BY THE CORPORATION OR ANY PARTICIPATING CORPORATION, NOR SHALL IT
INTERFERE IN ANY WAY WITH THE RIGHT OF THE CORPORATION OR ANY PARTICIPATING
CORPORATION TO TERMINATE THE RESTRICTED STOCKHOLDER'S EMPLOYMENT AT ANY TIME.
THIS AGREEMENT DOES NOT CONSTITUTE AN EMPLOYMENT CONTRACT. THIS AGREEMENT DOES
NOT GUARANTEE EMPLOYMENT FOR THE LENGTH OF TIME OF THE VESTING PERIOD OR FOR ANY
PORTION THEREOF.
7. SECTION 83(b) ELECTION. If the Restricted Stockholder files an
election with the Internal Revenue Service to include the Fair Market Value of
any Restricted Shares in gross income as of the Date of Grant, the Restricted
Stockholder agrees to promptly furnish the Corporation with a copy of such
election, together with the amount of any federal, state, local or other taxes
required to be withheld to enable the Corporation to claim an income tax
deduction with respect to such election.
8. WITHHOLDING TAXES. The Restricted Stockholder acknowledges that the
Corporation is not responsible for the tax consequences to the Restricted
Stockholder of the granting or vesting of the Restricted Shares, and that it is
the responsibility of the Restricted Stockholder to consult with the Restricted
Stockholder's personal tax advisor regarding all matters with respect to the tax
consequences of the granting and vesting of the Restricted Shares.
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The Corporation shall have the right to deduct from the Restricted Shares or any
payment to be made with respect to the Restricted Shares any amount that
federal, state, local or foreign tax law required to be withheld with respect to
the Restricted Shares or any such payment. Alternatively, the Corporation may
require that the Restricted Stockholder, prior to or simultaneously with the
Corporation incurring any obligation to withhold any such amount, pay such
amount to the Corporation in cash or in shares of the Corporation's Common Stock
(including shares of Common Stock retained from the Restricted Stock Award
creating the tax obligation), which shall be valued at the Fair Market Value of
such shares on the date of such payment. In any case where it is determined that
taxes are required to be withheld in connection with the issuance, transfer or
delivery of the shares, the Corporation may reduce the number of shares so
issued, transferred or delivered by such number of shares as the Corporation may
deem appropriate to comply with such withholding. The Corporation may also
impose such conditions on the payment of any withholding obligations as may be
required to satisfy applicable regulatory requirements under the Exchange Act.
9. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
Restricted Shares shall be subject to compliance by the Corporation and
Restricted Stockholder with (i) all applicable requirements of federal and state
securities laws, (ii) all applicable requirements of any stock exchange on which
the Corporation's Common Stock may be listed and (iii) any applicable policy of
the Corporation regarding the trading of securities of the Corporation, each at
the time of such issuance and transfer.
10. RESTRICTED STOCKHOLDER BOUND BY PLAN. The Restricted Stockholder
hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control. The Restricted Stockholder agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Committee upon any
questions arising under the Plan.
11. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Restricted Stockholder or the Corporation to the
Committee for review. The resolution of such a dispute by the Committee shall be
final and binding on the Corporation and Restricted Stockholder.
12. ENTIRE AGREEMENT. The Plan is incorporated herein by reference.
This Agreement and the Plan constitute the entire agreement and understanding of
the parties hereto with respect to the subject matter hereof and supersede all
prior understandings and agreements with respect to such subject matter.
13. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporate Secretary of the Corporation at its principal corporate
offices. Any notice required to be given or delivered to Restricted Stockholder
shall be in writing and addressed to Restricted Stockholder at the address
indicated above or to such other address as such party may designate in writing
from time to time to the Corporation. All notices shall be deemed to have been
given or delivered upon: (i) personal delivery; (ii) three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); (iii) one (1) business day after deposit with any
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return receipt express courier (prepaid); or (iv) one (1) business day after
transmission by facsimile.
14. SUCCESSORS AND ASSIGNS. The Corporation may assign any of its
rights under this Agreement. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the Corporation. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon
Restricted Stockholder and Restricted Stockholder's heirs, executors,
administrators, legal representatives, successors and assigns.
15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, applicable to agreements made
and to be performed entirely within such state, other than conflict of laws
principles thereof directing the application of any law other than that of
Delaware.
16. ACCEPTANCE. Restricted Stockholder hereby acknowledges receipt of a
copy of the Plan and this Agreement. Restricted Stockholder has read and
understands the terms and provisions thereof, and accepts this Restricted Shares
subject to all the terms and conditions of the Plan and this Agreement. These
Restricted Share are subject to, and the Corporation and the Restricted
Stockholder agree to be bound by, all of the terms and conditions of the Plan
under which the Restricted Shares were granted, as the same shall have been
amended, restated or otherwise modified from time to time in accordance with the
terms hereof. In the event of any conflict between the provisions of this
Agreement and the provisions of the Plan, the provisions of the Plan shall
control. Pursuant to said Plan, the Board of Directors of the Corporation, or
the Committee, is vested with final authority to interpret and construe the Plan
and this Agreement, and its present form is available for inspection during the
business hours by the Restricted Stockholder at the Corporation's principal
office. Restricted Stockholder acknowledges that there maybe adverse tax
consequences upon receipt of the Restricted Shares or disposition of the
Restricted Shares and that the Corporation has advised Restricted Stockholder to
consult a tax advisor prior to such receipt and disposition.
17. MISCELLANEOUS
(a) This Agreement cannot be amended, supplemented or changed, and
no provision hereof can be waived, except by a written instrument making
specific reference to this Agreement and signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
A waiver of any right derived hereunder by either the Restricted Stockholder or
Corporation shall not be deemed a waiver of any other right derived hereunder.
(b) This Agreement may be executed in any number of counterparts,
but all counterparts will together constitute but one agreement.
(signature page follows)
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and the Restricted Stockholder has
executed this Agreement as of the Date of Grant.
JARDEN CORPORATION
By: /s/ J. David Tolbert
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Name: J. David Tolbert
Title: Vice President, Human Resources and
Administration
RESTRICTED STOCKHOLDER
/s/ James E. Lillie
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Name: James E. Lillie
Address:
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Telecopier No.:
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