EX-99 5 terminationoption.txt TERMINATION OF OPTION AGREEMENT Exhibit 99-3 ------------ JARDEN CORPORATION 555 Theodore Fremd Avenue Rye, New York 10580 March 26, 2004 The Board of Directors Dixon Ticonderoga Company 195 International Parkway Heathrow FL 32746 Attention: Gino N. Pala Re: Termination of Option to Purchase 440,000 Shares of Common Stock ---------------------------------------------------------------- Dear Gino: Reference is made to the Option Agreement, dated January 9, 2004 (the "Option Agreement"), between Jarden Corporation ( "Buyer") and you, pursuant to which you granted to Buyer and/or its affiliates or designees the irrevocable right and option to purchase from you 440,000 shares of common stock, $1 par value per share, of Dixon Ticonderoga Company (the "Company") at a price per share equal to $5.00, subject to the terms and conditions set forth therein. You entered into the Option Agreement as a condition to Buyer entering into a letter agreement with the Company, dated as of January 9, 2004 (as amended, the "Exclusivity Agreement"), pursuant to which the Company granted to Buyer the exclusive right to negotiate with the Company regarding a potential transaction involving the Company. As you are aware, pursuant to a letter dated as of the date hereof, Buyer and the Company have finally terminated discussions and negotiations with respect to a potential transaction and have terminated the Exclusivity Agreement. In view of the termination of discussions and negotiations between Buyer and the Company and the corresponding termination of the Exclusivity Agreement, you and Buyer hereby agree to terminate the Option Agreement. This letter may be executed in any number of counterparts and via facsimile, each of which shall be deemed to be an original and all of which shall be deemed to be one and the same agreement. If this letter accurately reflects your understanding, kindly confirm your acceptance by signing this letter in the space provided. Very truly yours, JARDEN CORPORATION By: /s/ Desiree DeStefano --------------------- Name: Desiree DeStefano Title: SVP Accepted and agreed: Gino N. Pala /s/ Gino N. Pala --------------------------- Date: March 26, 2004