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JAH > SEC Filings for JAH > Form 8-K on 3-Jan-2014All Recent SEC Filings

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Form 8-K for JARDEN CORP


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

Item 1.01 Entry into a Material Definitive Agreement.

On January 2, 2014, Jarden Corporation (the "Company") entered into restricted stock agreements with each of Martin E. Franklin, Executive Chairman, Ian G.H. Ashken, Vice Chairman and Chief Financial Officer, and James E. Lillie, Chief Executive Officer. See Item 5.02 below, which is incorporated into this Item 1.01 by reference, for a description of such restricted stock agreements.

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


On January 2, 2014, each of Messrs. Franklin, Ashken and Lillie entered into restricted stock agreements, in satisfaction of the requirements of each of their respective employment agreements, as amended, pursuant to which the Company granted 276,316 shares of restricted stock (the "Franklin Performance Shares") to Mr. Franklin (the "Franklin Agreement"), 124,342 shares of restricted stock (the "Ashken Performance Shares") to Mr. Ashken (the "Ashken Agreement"), and 124,342 shares of restricted stock (the "Lillie Performance Shares", and together with the Franklin Performance Shares and the Ashken Performance Shares, the "Performance Shares") to Mr. Lillie (the "Lillie Agreement", and together with the Franklin Agreement and the Ashken Agreement, the "Restricted Stock Agreements"). The Performance Shares were granted under the Company's 2013 Stock Incentive Plan.

In accordance with the terms of the Restricted Stock Agreements, the restrictions contained therein on the Performance Shares will lapse on 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 sixty-six dollars and twenty-six cents ($66.26) per share. Except in certain limited circumstances described in the Restricted Stock Agreements, the Performance Shares will not become vested following a Change of Control of the Company (as defined in Messrs. Franklin, Ashken and Lillie's respective employment agreements).

Except as otherwise provided in their respective employment agreements, in the event any of Messrs. Franklin's, Ashken's or Lillie's employment is terminated by the Company or voluntarily by the respective executive, he will surrender all unvested Performance Shares issuable pursuant to the Restricted Stock Agreements.

Copies of the Franklin Agreement, the Ashken Agreement and the Lillie Agreement are attached to this report as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Restricted Stock Agreements is not intended to be complete and is qualified in its entirety by the complete text of the respective Restricted Stock Agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  No.                                     Description

10.1         Restricted Stock Agreement, dated January 2, 2014, between the Company
             and Martin E. Franklin.

10.2         Restricted Stock Agreement, dated January 2, 2014, between the Company
             and Ian G.H. Ashken.

10.3         Restricted Stock Agreement, dated January 2, 2014, between the Company
             and James E. Lillie.

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