Summary of JARDEN CORP - Yahoo! Finance

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Officers; Compensatory Arrangements for Certain Officers.

(e)

J. David Tolbert Employment Agreement

On January 9, 2009, the Company entered into an Amended and Restated Employment Agreement (the "Agreement") with J. David Tolbert, the Company's Senior Vice President, Human Resources and Corporate Risk. The Agreement amends and restates the Employment Agreement, dated January 1, 2002, by and between the Company and Mr. Tolbert.

Pursuant to the Agreement, Mr. Tolbert's term with the Company is for two years commencing on January 9, 2009, automatically renewable for successive one year periods unless the Company or Mr. Tolbert gives written notice to the other at least ninety days prior to the end of the initial term. Also pursuant to the Agreement, (a) Mr. Tolbert's annual base salary is to continue at $325,000, which shall be reviewed annually, and (b) Mr. Tolbert will be eligible for a bonus of 50% of his base compensation in each year the Company achieves its budgeted earnings per share target as approved by the Board of Directors and 100% of his base compensation in each year the Company achieves 110% of the Company's budgeted earnings per share target. As set forth under Item 8.01 below, Mr. Tolbert has voluntarily agreed to be paid 95% of his contractual base salary during fiscal year 2009.

The Agreement also entitles Mr. Tolbert to participate in the medical, insurance and other benefit plans or policies the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time.

The Agreement also contains a noncompetition covenant and nonsolicitation provision (relating to the Company's employees and customers) effective during the term of his employment and continuing for a period of 24 months after the termination of Mr. Tolbert's employment.

Subject to that certain Jarden Corporation Equity Vesting, Lock Up and Amendment Agreement for Key Employees, dated as of November 7, 2007, by and between the Company and Mr. Tolbert (the "Lock Up Agreement") and the terms of the Agreement, (I) in the event Mr. Tolbert's employment is terminated by the Company without "cause" (as such term is described in the Agreement) or upon "disability" (as such term is defined in the Agreement), prior to the second anniversary of the Lock Up Agreement, Mr. Tolbert will be entitled to (i) one month's base compensation for each month or portion thereof that Mr. Tolbert has worked since the date of

the Lock-Up Agreement (up to a maximum of twenty-four months), (ii) the continuation of medical and dental insurance for the period for which Mr. Tolbert could elect COBRA continuation coverage under the Company's health insurance plans as a result of his termination of employment, (iii) one-twelfth of the target bonus which he would have been entitled to receive for achieving budget for the year in which his employment was terminated for each month or portion thereof that Mr. Tolbert has worked since the date of the Lock-Up Agreement (up to a maximum of twenty-four months), and (iv) the full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by Mr. Tolbert; and (II) in the event Mr. Tolbert's employment is terminated by the Company without "cause" or upon "disability", on or after the second anniversary of the Lock Up Agreement, Mr. Tolbert will be entitled to (i) twenty-four month's base compensation, (ii) the continuation of medical and dental insurance for the period for which Mr. Tolbert could elect COBRA continuation coverage under the Company's health insurance plans as a result of his termination of employment, (iii) twenty-four month's annual target bonus which he would have been entitled to receive for achieving budget for the year in which his employment was terminated, and (iv) the full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by Mr. Tolbert. In addition, the Agreement may be terminated at the Company's option for "cause" (as such term is defined in the Agreement).

The Agreement also provides that if it shall be determined that any payment, distribution or benefit provided (including, without limitation, the acceleration of any payment, distribution or benefit and the acceleration of exercisability of any stock option) to Mr. Tolbert (whether paid or payable or distributed or distributable) pursuant to the terms of his employment agreement or otherwise (a "Payment") would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Company and Mr. Tolbert shall consult together to attempt to reach a mutually acceptable agreement to restructure such Payments or otherwise amend the Agreement to minimize such Excise Tax.

Mr. Tolbert has a Change of Control (as defined in the Agreement) provision in the Agreement solely related to his unvested restricted stock awards. Upon a Change of Control, the restrictions on Mr. Tolbert's restricted shares shall lapse and become fully vested.

A copy of the Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Agreement.

Restricted Stock Award and Amendment Agreements

On January 13, 2009, the Company entered into a Restricted Stock Award and Amendment Agreement with each of Messrs. Franklin (the "Franklin Agreement"), Ashken (the "Ashken Agreement") and Lillie (the "Lillie Agreement," and, collectively with all of the above-referenced agreements, the "Award Agreements"), whereby the Company granted certain shares of restricted stock to each of Messrs. Franklin, Ashken and Lillie as set forth below in satisfaction of the requirements of each of their respective employment agreements.

Pursuant to the terms of the Franklin Agreement, the Company granted 160,000 shares of restricted stock that the Company had previously agreed to grant to Mr. Franklin during 2009, subject to certain conditions, pursuant to his Third Amended and Restated Employment Agreement with the Company (the "Franklin Restricted Stock").

Pursuant to the terms of the Ashken Agreement, the Company granted 95,000 shares of restricted stock that the Company previously agreed to grant to Mr. Ashken during 2009, subject to certain conditions, pursuant to his Third Amended and Restated Employment Agreement with the Company (the "Ashken Restricted Stock").

Pursuant to the terms of the Lillie Agreement, the Company granted 30,000 shares of restricted stock that the Company previously agreed to grant to Mr. Lillie during 2009, subject to certain conditions, pursuant to his Amended and Restated Employment Agreement with the Company (the "Lillie Restricted Stock").

The Franklin Restricted Stock, Ashken Restricted Stock and Lillie Restricted Stock, are collectively referred to as the "Restricted Stock". Such Restricted Stock was granted pursuant to the terms of the Company's Amended and Restated 2003 Stock Incentive Plan, as amended (the "Stock Plan").

In accordance with the terms of the Award Agreements (and as required in the respective employment agreements), the restrictions on the Restricted Stock shall lapse on the earlier to occur of: (i) the last day of any five consecutive trading day period during which 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) equals or exceeds 12% above the closing stock price on December 31, 2008 ($12.88) or (ii) the date there is a Change in Control of the Company (as defined in their respective employment agreements).

In accordance with the terms of the respective employment agreements for each of Messrs. Franklin and Lillie, because the Company does not have sufficient shares pursuant to the Stock Plan to grant the number of shares of Restricted Stock required to be granted to each of them in 2009 pursuant to their respective employment agreements, the Company is obligated to grant to each of Messrs. Franklin and Lillie compensation having performance targets and a value equivalent to the value of the shares of Restricted Stock not issued to each of them as required. Accordingly, pursuant to the Award Agreements, the Company has agreed to award to each of Messrs. Franklin and Lillie a cash payment in an amount equal to the value of the shares of Restricted Stock not issued to them as contemplated in their respective employment agreements as of the date of determination described below. For purposes of determining the amount of the . . .