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)

Employment Agreements

Martin E. Franklin Employment Agreement

On July 23, 2012, Company entered into a Fifth Amended and Restated Employment Agreement (the "Franklin Employment Agreement") with Martin E. Franklin, the Company's Executive Chairman and Founder. The Employment Agreement amends and restates the Fourth Amended and Restated Employment Agreement, dated January 5, 2011, by and between the Company and Mr. Franklin.

Pursuant to the Franklin Employment Agreement, Mr. Franklin's term with the Company continues through December 31, 2015 ("Original Employment Period"). The Franklin Employment Agreement is automatically renewable for successive one year periods in accordance with the terms of the Franklin Employment Agreement. Pursuant to the Franklin Employment Agreement, (a) Mr. Franklin's annual base salary is $2,097,109, subject to an annual increase at least equal to the change in Consumer Price Index, (b) Mr. Franklin will be eligible for a performance bonus of 100% of his base salary in each year the Company achieves its budgeted adjusted earnings per share target as approved by the Board of Directors or 200% of his base salary in each year the Company achieves adjusted earnings per share equal to the performance target set by the Committee for payment of maximum bonus to the Company's employees generally, and (c) on January 1 of each year of Mr. Franklin's Original Employment Period, Mr. Franklin shall be entitled to receive an annual grant of 300,000 shares of restricted stock, and thereafter shall, for each additional employment period beginning after December 31, 2015, such amount of shares approved by the Committee (the "Restricted Stock"), on the terms outlined below.

The restrictions on the award of Restricted Stock will lapse based on achievement of a performance target equal to a target appreciation in the stock price of the common stock of the Company set by the Committee at the time of the grant as follows: the vesting target shall be achieved on the date that the average closing price of the Company's common stock for any five consecutive trading days equals or exceeds a price representing an increase over the closing price on the last trading day of the prior calendar year at least equal to the target stock price appreciation percentage set by the Committee (up to certain maximums set forth in the Franklin Employment Agreement). The performance target must be achieved, if at all, within five (5) years from the date of grant. If the performance target is not achieved within five (5) years from the date of grant, such grant will expire and be forfeited. The number of shares granted and the target share price will be adjusted for changes in the common stock as outlined in the Company's 2009 Stock Incentive Plan (the "Plan") or as otherwise mutually agreed in writing between the parties. In the event that the Company does not have a stock incentive plan in place on or prior to January 1 of each year with enough shares to issue to Mr. Franklin, the Company shall grant to Mr. Franklin such number of shares of Restricted Stock that are available under the Company's stock incentive plans, and in lieu of any shares of Restricted Stock not granted (the "Remaining Stock"), Mr. Franklin shall receive a mutually acceptable performance based compensation package having a value equivalent to the value of the shares of Remaining Stock not issued to Mr. Franklin as determined in good faith by the Committee. The terms of the Restricted Stock will be set forth in a restricted stock award agreement.

As per his prior employment agreement, the Franklin Employment Agreement also entitles Mr. Franklin to participate in the medical, insurance and other fringe 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 Franklin Employment Agreement also provides for certain other ancillary benefits, including the reimbursement of all reasonable business expenses and, for security purposes use, at the Company's expense private aircraft transportation for all travel. The Company shall bear expenses for Mr. Franklin's personal use of private aircraft that does not exceed 75 hours in any calendar year. In addition, the Franklin Employment Agreement requires the Company to provide Mr. Franklin, at its expense, with the assistance of the Company's tax advisors in regard to personal tax planning and preparing personal income tax returns and $10 million of life insurance payable to such beneficiaries as Mr. Franklin shall select. Mr. Franklin shall also be entitled to, if for any reason Mr. Franklin shall not be covered by a health insurance policy of the Company, an annual medical, dental, vision care and other health care allowance of up to $30,000 for unreimbursed expenses incurred by Mr. Franklin or any of his immediate family members.

In the event Mr. Franklin's employment is terminated by the Company without "cause" (as such term is defined in the Franklin Employment Agreement), by Mr. Franklin for "good reason" (as such term is defined in the Franklin Employment Agreement), upon "death" or due to "disability" (as such term is defined in the Franklin Employment Agreement), or in an event of "non-renewal" (as such term is defined in the Franklin Employment Agreement) within two years following a Change of Control (as such term is defined in the Franklin Employment Agreement), Mr. Franklin will be entitled to (a) three times (two times in the case of termination due to death) base salary, (b) three times (two times in the case of termination due to death) the average annual bonus paid over the preceding two fiscal years, (c) except in a case of non-renewal within two years following a Change of Control, the amount, if any, accrued on the Company's financial statements for Mr. Franklin's annual bonus through the date of termination; provided, however, that if Mr. Franklin is terminated without "cause" or there is a termination by Mr. Franklin for "good reason," the amounts described in clause (c) above shall be payable only

to the extent that the applicable performance targets for the year of termination are actually achieved, but in no event later than March 15 of the calendar year immediately following the year in which the termination occurs,
(d) the continuation of health insurance and other benefits for the period for which he could elect COBRA continuation coverage under the Company's health benefit plans, provided that he shall be reimbursed by the Company an amount equal to his monthly COBRA costs for the period for which he elects COBRA continuation coverage as a result of his termination of employment, (e) except in the case of death, a cash payment in an amount to be the actuarially determined value of the cost of coverage under the Company's medical, dental and vision care plans for a period equal to the difference between 36 months and the period for which he could elect COBRA continuation converge under such plans,
(f) continued personal use of the Company's owned or leased aircraft, not to exceed 75 hours in any calendar year at the Company's sole expense until the third anniversary of such termination, (g) the full vesting of any benefits accrued under employee option, pension, retirement, savings and deferred compensation plans of the Company, and (h)(x) except in the case of death or disability, each of the annual restricted stock awards pursuant to the employment agreement shall be granted, notwithstanding whether the scheduled grant date has been achieved and (y) any and all unvested stock options, restricted stock and other equity or equity-based awards shall immediately vest; provided, however, that if Mr. Franklin is terminated without "cause" or a termination by Mr. Franklin for "good reason," the preceding subclauses (h)(x) and (y) above shall not apply, except that all unvested stock options shall immediately vest as of the end of the employment period. In addition, the Franklin Employment Agreement may be terminated at the Company's option for "cause" (as such term is defined in the Franklin Employment Agreement).

If Mr. Franklin leaves the Company due to "non-renewal" unassociated with a Change of Control, Mr. Franklin will be entitled to (a) the continuation of health insurance and other benefits for the period for which he could elect COBRA continuation coverage under the Company's health benefit plans, provided that he shall be reimbursed by the Company an amount equal to his monthly COBRA costs for the period for which he elects COBRA continuation coverage as a result of his termination of employment, (b) a cash payment in an amount to be the actuarially determined value of the cost of coverage under the Company's medical, dental and vision care plans for a period equal to the difference between 36 months and the period for which he could elect COBRA continuation converge under such plans, (c) continued personal use of the Company's owned or leased aircraft, not to exceed 75 hours in any calendar year at the Company's sole expense until the third anniversary of such termination, and (d) the full vesting of any benefits accrued under employee option, pension, retirement, savings and deferred compensation plans of the Company and all unvested stock options shall immediately vest as of the end of the employment period.

If Mr. Franklin is terminated by the Company for "cause," leaves voluntarily due to termination without "good reason," Mr. Franklin will surrender all unvested Restricted Stock issuable pursuant to the Franklin Employment Agreement and will forfeit rights to any and all future grants pursuant to such agreement.

The Franklin Employment Agreement 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. Franklin (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. Franklin shall consult in good faith to attempt to reach a mutually acceptable agreement to restructure such payments or otherwise amend the Franklin Employment Agreement to minimize and such Excise Tax; provided, however, in no event shall the Company be required to make, or Mr. Franklin be entitled to receive, any additional payments (including gross-up payments) in respect of such Excise Tax.

The Franklin Employment Agreement also contains a noncompetition covenant and nonsolicitation provisions (relating to the Company's employees and customers) effective during the term of his employment and during the greater of (i) a period of three years after any termination of Mr. Franklin's employment, or
(ii) any period thereafter during which Mr. Franklin continues to receive benefits under the Franklin Employment Agreement, other than in cases of a termination by the Company without "cause," by Mr. Franklin with "good reason," or if Mr. Franklin's employment is not renewed. Notwithstanding the foregoing, in the event Mr. Franklin's employment is terminated by the Company without "cause," by Mr. Franklin with "good reason," or if Mr. Franklin's employment is not renewed, within six months before or two years after the occurrence of a Change of Control, then in consideration for the benefits payable to the Mr. Franklin on account of such termination of employment, Mr. Franklin shall continue to be subject to and shall comply with the non-compete provisions until the second anniversary of the date of the Change of Control.

A copy of the Franklin Employment 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 Franklin Employment Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Franklin Employment Agreement.

Ian G.H. Ashken Employment Agreement

On July 23, 2012, the Company entered into a Fifth Amended and Restated Employment Agreement (the "Ashken Employment Agreement") with Ian G.H. Ashken, the Company's Vice Chairman, Co-Founder and Chief Financial Officer. The Ashken Employment Agreement amends and restates the Fourth Amended and Restated Employment Agreement, dated January 5, 2011, by and between the Company and Mr. Ashken.

Pursuant to the Ashken Employment Agreement, Mr. Ashken's term with the Company continues through December 31, 2015 ("Original Employment Period"). The Ashken Employment Agreement is automatically renewable for successive one year periods in accordance with the terms of the Ashken Employment Agreement. Pursuant to the Ashken Employment Agreement, (a) Mr. Ashken's annual base salary is $982,300, . . .