8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 9, 2009

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13665	35-1828377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 Theodore Fremd Avenue, Rye, New York	10580
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (914) 967-9400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2009, Jarden Corporation (the “Company”) entered into an amended and restated employment agreement with J. David Tolbert. See Item 5.02 below, which is incorporated into this Item 1.01 by reference, for a description of such amended and restated employment agreement.

On January 13, 2009, pursuant to their respective employment agreements, the Company also entered into Restricted Stock Award and Amendment Agreements with each of Messrs. Franklin, Ashken and Lillie. See Item 5.02 below, which is incorporated into this Item 1.01 by reference, for a description of all such Restricted Stock Award and Amendment Agreements.

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 cash payment, the value of the shares of Restricted Stock not issued to them as contemplated by their respective employment agreements will be determined in good faith by the Compensation Committee or the Board of Directors of the Company, as the case may be, based on the closing price of the Company’s common stock on the New York Stock Exchange on the vesting date of the Restricted Stock issued to them as described above or, if such date does not occur during an open trading window during which Messrs. Franklin and Lillie are permitted to purchase shares of the Company’s common stock pursuant to the Company’s insider trading policy or by applicable law, on the first day of the next open trading window after such vesting date.

Messrs. Franklin and Lillie have separately undertaken to use the cash payment described above to buy shares of the Company’s common stock having an equivalent value in the open market.

If Mr. Franklin, Mr. Ashken or Mr. Lillie are terminated and such termination is deemed to be a termination for cause or a termination not for good reason, each of Mr. Franklin, Mr. Ashken and Mr. Lillie will surrender all unvested Restricted Stock issuable pursuant to the Award Agreements and each of Mr. Lillie or Mr. Franklin, as the case may be, will forfeit all rights to their cash

payment described above. The restrictions on the Restricted Stock contained in the Award Agreements prohibit Mr. Franklin, Mr. Ashken or Mr. Lillie from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the Restricted Stock until such restrictions shall have lapsed in accordance with the terms of the Award Agreements.

The number of shares granted and the target share price will be adjusted for changes in the common stock as determined by the Compensation Committee of the Board of Directors in their sole discretion.

A copy of the Franklin Agreement, the Ashken Agreement and the Lillie Agreement are attached to this report as Exhibits 10.2, 10.3 and 10.4 respectively and are incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Franklin Agreement, the Ashken Agreement and the Lillie Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Franklin Agreement, the Ashken Agreement and the Lillie Agreement.

Item 8.01 Other Events.

Effective for fiscal year 2009, Messrs Franklin, Ashken and Lillie have voluntarily agreed to be paid 7.5% less than their contractual base salary during 2009, in recognition of the recessionary macro economic environment and its impact on the Company. In addition, each of the Company’s other executive officers, Messrs. Sansone, Capps and Tolbert have voluntarily agreed to accept a 5% pay decrease during 2009 from the base rate of pay in effect for each of them as of December 31, 2008. These actions are subject to further review by the Compensation Committee of the Board of Directors in the event that circumstances change.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Employment Agreement between the Company and J. David Tolbert dated as of January 9, 2009.
10.2	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Martin E. Franklin.
10.3	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Ian G.H. Ashken
10.4	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and James E. Lillie

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2009

JARDEN CORPORATION
By:	/s/ John E. Capps
Name:	John E. Capps
Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Number	Exhibit
10.1	Amended and Restated Employment Agreement between the Company and J. David Tolbert dated as of January 9, 2008.
10.2	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Martin E. Franklin.
10.3	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and Ian G.H. Ashken
10.4	Restricted Stock Award and Amendment Agreement, dated January 13, 2009, between the Company and James E. Lillie

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 9, 2009, is entered into between Jarden Corporation, a Delaware corporation (the “Company”) and David Tolbert (the “Employee”).

WITNESSETH:

WHEREAS, the Company and the Employee are parties to an Employment Agreement entered into as of January 1, 2002 (the “Employment Agreement”); and

WHEREAS, the Company desires to continue to employ Employee as Senior Vice President, Human Resources and Corporate Risk of the Company on the terms and conditions hereinafter set forth; and

WHEREAS, Employee is willing to continue to be employed as Senior Vice President, Human Resources and Corporate Risk of the Company on such terms and conditions; and

WHEREAS, the Company and Employee desire to enter into this Agreement which shall amend, restate and replace the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee hereby agree as follows:

1. Employment. The Company hereby continues to employ the Employee as Senior Vice President, Human Resources and Corporate Risk of the Company, and the Employee accepts such employment, upon the terms and subject to the conditions set forth in this Agreement. Notwithstanding the foregoing, it is understood and agreed that the Employee from time to time may (a) be appointed to additional offices or to different offices than those set forth above provided they are within a fifty mile radius of the current Daleville, Indiana, location, (b) perform such duties other than those set forth herein, and/or (c) relinquish one or more of such offices or other duties, as may be mutually agreed by and between the Company and the Employee; and, that no such action shall be deemed or construed to otherwise amend or modify any of the remaining terms or conditions of this Agreement.

2. Term. The term of this Agreement shall be two (2) years, commencing on the date hereof and ending on the second anniversary of such date (the “Initial Term”), subject to earlier termination pursuant to the provisions of Section 10. The employment of the Employee shall automatically continue hereunder following the Initial Term for successive one (1) year periods (the “Renewal Terms”) unless the Company or the Employee gives written notice to the other at least (90) ninety days prior to the end of the Initial Term. Subsequent to the Initial Term, the employment of the Employee hereunder may be terminated at the end of any Renewal Term by delivery by either the Employee or the Company of a written notice to the other party at least (90) ninety days prior to the end of any Renewal Term.

3. Duties. During the term of this Agreement, the Employee shall, subject to the provisions of Section 1 above, serve as Senior Vice President, Human Resources and Corporate Risk of the Company and shall perform all duties commensurate with his position that may be assigned to him by the Chief Executive Officer of the Company and/or by the Board of Directors of the Company consistent with such position. The Employee shall devote substantially all of his time and energies to the business and affairs of the Company and shall use his best efforts, skills and abilities to promote the interests of the Company as necessary to diligently and competently perform the duties of his position.

4. Compensation and Benefits. During the term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation for the performance of services under this Agreement and the Employee’s observance and performance of all of the provisions hereof, a salary of $325,000 per year (the “Base Compensation”). The Base Compensation shall be reviewed annually. In addition, the Employee shall be eligible for a bonus package based on performance. The bonus program shall give the Employee the opportunity to earn 50% of Base Compensation each year for achieving the Company’s earnings per share budget and 100% of Base Compensation for achieving earnings per share 10% higher than budget. The decision as to whether to pay the Employee a bonus, as well as the amounts and terms of any such bonus package, shall be determined by the Compensation Committee of the Board of Directors as part of its annual budget review process.

The Employee’s salary shall be payable in accordance with the normal payroll practices of the Company and shall be subject to withholding for applicable taxes and other amounts. Any bonus earned for any year shall be paid to the Employee in the year following the year in which the bonus targets noted above are achieved at the same time as bonuses are paid to other similarly situated executives of the Company, but in no event later than March 15 of such year and shall be subject to withholding for applicable taxes and other amounts. During the term of this Agreement, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility and other provisions thereof, such medical, insurance, and other fringe benefit plans or policies as the Company may make available to, or have in effect for, its personnel with commensurate duties from time to time. The Company retains the rights to terminate or alter any such plans or policies from time to time. The Employee shall also be immediately entitled to vacations, sick leave and other similar benefits in accordance with policies of the Company from time to time in effect for personnel with commensurate duties.

5. Reimbursement of Business Expenses. During the term of this Agreement, upon submission of proper invoices, receipts or other supporting documentation satisfactory to the Company and in specific accordance with such guidelines as may be established from time to time by the Company, the Employee shall be reimbursed by the Company for all reasonable business expenses actually and necessarily incurred by the Employee on behalf of the Employer in connection with the performance of services under this Agreement.

2

6. Representation of Employee. The Employee represents and warrants that that he is not party to, or bound by, any agreement or commitment, or subject to any restriction, including but not limited to agreements related to previous employment containing confidentiality or non compete covenants, which in the future may have a possibility of adversely affecting the business of the Company or the performance by the Employee of his material duties under this Agreement.

7. Confidentiality. (For purposes of this Section 7, all references to the Company shall be deemed to include the Company’s subsidiary corporations.)

(a) Confidential Information. The Employee acknowledges that he will have knowledge of, and access to, proprietary and confidential information of the Company, including, without limitation, inventions, trade secrets, technical information, know-how, plans, specifications, methods of operations, financial and marketing information and the identity of customers and suppliers (collectively, the “Confidential Information”), and that such information, even though it may be contributed, developed or acquired by the Employee, constitutes valuable, special and unique assets of the Company developed at great expense which are the exclusive property of the Company. Accordingly, the Employee shall not, either during or subsequent to the term of this Agreement, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible officers and employees of the Company and other responsible persons who are in a contractual or fiduciary relationship with the Company and who have a need for such information for purposes in the best interests of the Company, and except for such information which is or becomes of general public knowledge from authorized sources other than the Employee. The Employee acknowledges that the Company would not enter into this Agreement without the assurance that all such confidential and proprietary information will be used for the exclusive benefit of the Company.

(b) Return of Confidential Information. Upon the termination of Employee’s employment with the Company, the Employee shall promptly deliver to the Company all drawings, manuals, letters, notes, notebooks, reports and copies thereof and all other materials relating to the Company’s business.

8. Noncompetition. (For purposes of this Section 8, all references to the Company shall be deemed to include the Company’s subsidiary corporations). During the term set forth below, the Employee will not utilize his special knowledge of the business of the Company and his relationships with customers and suppliers of the Company to compete with the Company. During the term of this Agreement and for a period of twenty-four (24) months after the expiration or termination of this Agreement, the Employee shall not engage, directly or indirectly or have an interest, directly or indirectly, anywhere in the United States of America or any other

3

geographic area where the Company does business or in which its products are marketed, alone or in association with others, as principal, officer, agent, employee, capital, lending of money or property, rendering of services or otherwise, in any business directly competitive with or similar to that engaged in by the Company (it being understood hereby, that the ownership by the Employee of 2% or less of the stock of any company listed on a national securities exchange shall not be deemed a violation of this Section 8). During the same period, the Employee shall not, and shall not permit any of his employees, agents or others under his control to, directly or indirectly, on behalf of himself or any other person, (i) call upon, accept business from, or solicit the business of any person who is, or who had been at any time during the preceding two years, a customer of the Company or any successor to the business of the Company, or otherwise divert or attempt to divert any business from the Company or any such successor, or (ii) directly or indirectly recruit or otherwise solicit or induce any person who is an employee of, or otherwise engaged by, the Company or any successor to the business of the Company to terminate his or her employment or other relationship with the Company or such successor.

9. Remedies. The restrictions set forth in Section 7 and 8 are considered by the parties to be fair and reasonable. The Employee acknowledges that the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy in the event of a breech of the provisions of Section 7 or 8. Accordingly, the Employee agrees that, in addition to any other remedies available to the Company, the Company shall be entitled to seek injunctive and other equitable relief to secure the enforcement of these provisions. If any provisions of Sections 7, 8 or 9 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, as the case may be, shall be provisions of Section 7, 8 or 9 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the original intentions and agreement of the parties.

10. Termination. This Agreement may be terminated prior to the expiration of the term set forth in Section 2 upon the occurrence of any of the events set forth in, and subject to the terms of, this Section 10.

(a) Death. This Agreement will terminate immediately and automatically upon the death of the Employee.

(b) Disability. This Agreement may be terminated at the Company’s option, immediately upon written notice to the Employee, if the Employee shall suffer a permanent disability. For the purpose of this Agreement, the term “permanent disability” shall mean the Employee’s inability to perform his duties under this Agreement for a period of 120 consecutive days or for an aggregate of 180 days, whether or not consecutive, in any twelve month period, due to illness, accident or any other physical or mental incapacity, as reasonably determined by the Board of Directors of the Company. In the event of termination for disability, the Employee will also be entitled to receive medical benefits generally available to other disabled employees of the Company.

4

(c) Cause. This Agreement may be terminated at the Company’s option, immediately upon written notice to the Employee, upon: (i) breach by the Employee of any material provision of this Agreement not cured within ten (10) days after written notice of such breach is given by the Company to the Employee; (ii) gross negligence or willful misconduct of the Employee in connection with the performance of his duties under this Agreement, or Employee’s willful refusal to perform any of his duties or responsibilities required pursuant to this Agreement; or (iii) fraud, criminal conduct or embezzlement by the Employee.

(d) Without Cause. This Agreement may be terminated pursuant to the terms of Section 2 or on thirty (30) days prior written notice to the Employee (the thirtieth day following such notice being herein sometimes called the “Termination Date”) by the Company without Cause, subject to the following provision.

(e) Severance. Subject to the terms of the Jarden Corporation Equity Vesting, Lock Up and Amendment Agreement for Key Employees, dated as of November 7, 2007, by and between the Company and the Employee (the “Lock Up Agreement”), and Section 13 hereof, (I) if the Employee’s employment is terminated by the Company without Cause, or upon Disability, prior to the second anniversary of the Lock Up Agreement, the Employee shall be entitled to receive the following amounts and benefits: (A) one month’s Base Compensation for each month or portion thereof that Employee has been employed with the Company since the date of the Lock Up Agreement; plus (B) provided the Employee elects for the continuation of medical and dental insurance under the Company’s medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”), an amount equal to the Employee’s monthly COBRA cost for the period for which the Employee could elect COBRA continuation coverage under the Company’s medical and dental insurance plans as a result of his termination of employment; plus (C) one twelfth (1/12) of the target bonus which Employee would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated for each month or portion thereof that Employee has been employed with the Company since the date of the Lock Up Agreement; plus (D) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee (collectively, the “Interim Severance Amount”); and (II) if the Employee’s employment is terminated by the Company without Cause, other than upon death or upon Disability, on or after the second anniversary of the Lock Up Agreement, the Employee shall be entitled to receive the following amounts and benefits: (A) twenty-four months’ Base Compensation; plus (B) provided the Employee elects for the continuation of medical and dental insurance under the Company’s medical and dental insurance plans pursuant to COBRA, an amount equal to the Employee’s monthly COBRA cost for the period for which the Employee could elect COBRA continuation coverage under the Company’s medical and dental insurance plans as a result of his termination of employment; plus (C) twenty-four months’ target bonus which Employee

5

would have been entitled to receive for achieving budget for the year in which Employee’s employment was terminated plus (D) full vesting of any outstanding stock options and the lapsing of any restrictions over any restricted shares owned by the Employee (collectively, the “Basic Severance Amount”). The Interim Severance Amount and the Basic Severance Amount are collectively referred to hereafter as the “Severance Amount”.

Except as set forth below, the cash portion of the Severance Amount shall be paid to the Employee as follows: (i) 50% shall be paid as promptly as practicable after the date of termination of employment and in no event later than ten (10) days after termination; and (ii) the remaining 50% shall be paid in a series of equal installments on the Company’s regularly scheduled payroll dates, commencing with the first regularly scheduled payroll date occurring at least six (6) months and one (1) day following the date of termination of employment and continuing through the regularly scheduled payroll date occurring on the date that is twenty-four (24) months after the date of termination of employment or, if there is no regularly scheduled payroll date on such date, the next regularly scheduled payroll date following such twenty-four (24) month period, in accordance with the Company’s normal payroll policies and procedures.

In the event the Employee’s employment is terminated by the Company without Cause, or upon Disability, within two years after the occurrence of a Change of Control of the Company (as defined herein) that also constitutes a “change in control event” within the meaning of Treasury Regulation § 1.409A-3(i)(5), 100% of the cash portion of the Severance Amount shall be paid to the Employee as promptly as practicable after the date of termination of employment and in no event later than ten (10) days after termination.

Payment of the Severance Amount shall be in lieu of all other financial obligations of the Company to the Employee and all other benefits in this Agreement shall cease as of the date of termination. The Employee shall have no obligation to seek other employment or otherwise mitigate damages hereunder. For the avoidance of doubt, it is understood that the Company will pay all amounts owed to Employee prior to the date of termination, including incentive compensation earned up through the date of termination in the same manner as all other plan participants, but in no event later than March 15 of the year following the year of termination. Notwithstanding anything in the incentive compensation plan, Employee need not be employed at the date the incentive payments are made to be eligible for this payment. The employee and the company shall enter into a mutual release of claims against one another following the termination of employment.

(e) Excise Tax Gross-Up. 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 Employee or for his benefit (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject, in whole or in part, to the excise tax imposed by Section 4999 of the Internal Revenue

6

Code of 1986, as amended (the “Code”) (the “Excise Tax”), then the Company and the Employee shall consult together in good faith to attempt to reach a mutually acceptable agreement to restructure such Payments or otherwise amend this Agreement to minimize any such Excise Tax, taking into consideration any issues that may arise under Section 409A of the Code.

11. Effect of Change of Control. Upon the occurrence of a Change of Control of the Company (as defined herein), the restrictions over any shares of restricted stock (the “Restricted Stock”) granted to the Employee under the Company’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Plan”) or such other similar stock plan that the Company may have in place, shall lapse and such shares shall become fully vested.

As used herein, “Change of Control of the Company” means and shall be deemed to have occurred if:

(i) any person (within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Securities representing 50 percent or more of the total voting power of all the then-outstanding Voting Securities; or

(ii) the individuals who, as of the date hereof, constitute the Board, together with those who first become directors subsequent to such date and whose recommendation, election or nomination for election to the Board was approved by a vote of at least a majority of the directors then still in office who either were directors as of the date hereof or whose recommendation, election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to constitute a majority of the members of the Board; or

(iii) the stockholders of the Company approve a merger, consolidation, recapitalization or reorganization of the Company or a subsidiary, reverse split of any class of Voting Securities, or an acquisition of securities or assets by the Company or a subsidiary, or consummation of any such transaction if stockholder approval is not obtained, provided, that any such transaction in which the holders of outstanding Voting Securities immediately prior to the transaction receive (or, in the case of a transaction involving a subsidiary and not the Company, retain), with respect to such Voting Securities, voting securities of the surviving or transferee entity representing more than 60 percent of the total voting power outstanding immediately after such transaction shall not be deemed a Change of Control if the voting power of each such continuing holder relative to other such continuing holders not substantially altered in such transaction; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

7

“Voting Securities or Security” means any securities of the Company which carry the right to vote in the election of, or participate in the appointment of, the Company’s directors.

12. Miscellaneous.

(a) Survival. The provisions of Sections 7, 8 and 9 shall survive the termination of this Agreement.

(b) Entire Agreement. This Agreement sets forth the entire understanding of the parties and merges and supersedes any prior or contemporaneous agreements between the parties pertaining to the subject matter hereof.

(c) Modification. This Agreement may not be modified or terminated orally; and no modification, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced; provided, however, that the Employee’s compensation may be increased at any time by the Company without in any way affecting any of the other terms and conditions of this Agreement, which in all other respects shall remain in full force and effect.

(d) Waiver. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereof shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, not to preclude such party from taking any other action at any time which it would legally be entitled to take.

(e) Successors and Assigns. Neither party shall have the right to assign this Agreement, or any rights or obligations hereunder, without the consent of the other party.

(f) Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given at the time personally delivered or when mailed in any United States post office enclosed in a registered or certified postage prepaid envelope and addressed to the recipient’s address set forth below, or to such other address as any party may specify by notice to the other party; provided, however, that any notice of change of address shall be effective only upon receipt.

To the Company:	Jarden Corporation
	Suite B-302
	555 Theodore Fremd Avenue
	Rye, New York 10580
	Attention: Chief Executive Officer

8

To the Employee: Mr. David Tolbert

(g) Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.

(h) Jurisdiction; Venue. This Agreement shall be subject to the exclusive jurisdiction of the courts of New York County, New York. Any breach of any provision of this Agreement shall be deemed to be a breach occurring in the State of New York and the parties irrevocably and expressly agree to submit to the jurisdiction of the courts of the State of New York or the Federal Courts having concurrent geographic jurisdiction, for the purpose of resolving any disputes among them relating to this Agreement or the transactions contemplated by this Agreement.

(i) Governing Law. This Agreement is made and executed and shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof.

(j) Effectiveness. This Agreement shall be effective and in full force and effect as of the date first written above.

(k) Compliance with Section 409A. Notwithstanding anything herein to the contrary, the payment hereunder of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Employee has also undergone a “separation from service” as defined in Treasury Regulation § 1.409A-1(h), at which time such nonqualified deferred compensation (calculated as of the date of the Employee’s termination of employment hereunder) shall be paid to Employee on the schedule set forth herein as if Employee had undergone such termination of employment (under the same circumstances) on the date of his ultimate “separation from service.” Notwithstanding anything herein to the contrary, in the event that any one or more payments of any nonqualified deferred compensation (within the meaning of Section 409A of the Code) hereunder are to be made to the Employee on account of the Employee’s “separation from service” with the Company, and at the time of such payment such Employee is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i), such payment(s) shall be delayed for such period of time as may be necessary as required pursuant to Treasury Regulation § 1.409A-3(i)(2), and on the earliest date on which such payment(s) may be made following such delay without violating the requirements Treasury Regulation Section § 1.409A-3(i)(2), all such delayed payments shall be paid to the Employee in a lump sum on such date. In addition, each separate installment payment provided pursuant to Section 10(e) herein shall be deemed a separately identified amount within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(i) and by virtue of Treasury Regulation Section 1.409A-2(b)(2)(iii) shall be a separate payment hereunder.

9

13. Lock Up Agreement. Except as explicitly set forth herein or in Section 10 hereof, (i) nothing herein shall be deemed to amend or modify the terms of the Lock Up Agreement, and (ii) in the event of any conflict between the provisions of this Agreement and the provisions of the Lock Up Agreement, the provisions of the Lock Up Agreement shall control. Any reference in the Lock Up Agreement to the “Employment Agreement” shall be deemed to refer to this Agreement.

[SIGNATURE PAGE FOLLOWS]

10

IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of the date set forth above.

JARDEN CORPORATION
	/s/    Ian G.H. Ashken
	Name: Ian G.H. Ashken
	Title: Chief Financial Officer
	/s/    David Tolbert
	DAVID TOLBERT

EX-10.2

Exhibit 10.2

JARDEN CORPORATION

RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT

This RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT, dated as of the 13^th day of January, 2009 (the “Agreement”), by and between Jarden Corporation, a Delaware corporation (the “Corporation”), and Martin E. Franklin (the “Restricted Stockholder”).

W I T N E S S E T H :

WHEREAS, the Restricted Stockholder is an employee of the Corporation;

WHEREAS, the Restricted Stockholder entered into the Third Amended and Restated Employment Agreement, dated as of May 24, 2007 (as amended, the “Employment Agreement”), by and between the Corporation and the Restricted Stockholder;

WHEREAS, pursuant to the terms of the Employment Agreement, the Corporation is obligated to grant to the Restricted Stockholder certain performance based equity awards in the form of restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the Corporation (the “Restricted Stock”) under the Corporation’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Stock Incentive Plan”) or such other similar stock plan that the Corporation may have in place, based on the long-term framework for the Corporation adopted by the Compensation Committee; and

WHEREAS, pursuant to Section 3(c) of the Employment Agreement, in the event that the Corporation does not have sufficient shares pursuant to the Stock Incentive Plan (or such other similar stock plan that the Corporation may have in place) to grant the number of shares of Restricted Stock to the Restricted Stockholder as provided in Section 3(c) of the Employment Agreement, the Corporation is obligated to grant to the Restricted Stockholder such number of shares of Restricted Stock that are available under the Corporation’s stock incentive plans, and in lieu of any shares of Restricted Stock not granted (the “Remaining Stock”), grant to the Restricted Stockholder a compensation package having performance targets and a value equivalent to the value of the shares of Remaining Stock not issued to the Restricted Stockholder; and

WHEREAS, the Corporation does not have sufficient shares available under the Stock Incentive Plan to fulfill the grant of 230,000 shares of Restricted Stock required to be granted to the Restricted Stockholder in 2009 as required by Section 3(c) of the Employment Agreement; and

WHEREAS, the Restricted Stockholder has agreed to accept the alternate consideration set forth in this Agreement in lieu of the Remaining Stock not granted to the Restricted Stockholder due to the lack of availability of such shares under the Stock Incentive Plan; and

WHEREAS, the Restricted Stockholder has agreed to use any cash paid to the Restricted Stockholder in lieu of the Remaining Stock to purchase Common Stock of the Corporation, and the Compensation Committee of the Corporation’s Board of Directors

has determined that it would be in the best interest of the Corporation for the Restricted Stockholder to be granted cash in lieu of such Remaining Stock and to use such cash to purchase Common Stock; and

WHEREAS, the Restricted Stockholder has voluntarily agreed to be paid 7.5% less than his contractual base salary during the Corporation’s fiscal year 2009; and

WHEREAS, the Corporation is willing to grant the portion of the Restricted Stock that the Corporation has the shares available to grant to the Restricted Stockholder as of the date of this Agreement rather than on May 1, 2009 in exchange for the covenants and agreements of the Restricted Stockholder hereunder; and

WHEREAS, the parties hereto desire to enter into this Agreement on the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Corporation and the Restricted Stockholder hereby agree as follows:

1. Granting of Restricted Shares and Alternate Consideration in Lieu of Remaining Shares. (a) Notwithstanding anything to the contrary in the Employment Agreement, the Corporation hereby agrees immediately to grant to the Restricted Stockholder, effective as of the date hereof (the “Date of Grant”), 160,000 restricted shares of Common Stock (the “Performance Shares”), subject to all of the terms and conditions of this Agreement, the Employment Agreement and the Stock Incentive Plan, in partial satisfaction of the Corporation’s obligation to grant Restricted Stock to the Restricted Stockholder in 2009 pursuant to Section 3(c) of the Employment Agreement. The restrictions on the Performance Shares shall lapse, and the Performance Shares shall be fully vested, on the Vesting Date as set forth in Section 2 below.

(b) In lieu of the 70,000 shares of the Remaining Stock that the Corporation is obligated pursuant to Section 3(c) of the Employment Agreement to grant to the Restricted Stockholder in 2009, the Corporation hereby agrees to grant to the Restricted Stockholder, and the Restricted Stockholder agrees to accept, a cash payment (the “Alternate Payment”), in an amount equal to the value of such shares of Remaining Stock not issued to the Restricted Stockholder, on the Date of Determination (as defined below). For purposes of determining the amount of the Alternate Payment, the value of the shares of Remaining Stock not issued to the Restricted Stockholder shall be determined in good faith by the Compensation Committee or the Board of Directors, as the case may be, based on the closing price of the Corporation’s Common Stock on the New York Stock Exchange (or such other securities exchange on which the Corporation’s common stock may then be traded) on the Vesting Date (as defined below) or, if such date does not occur during an open trading window during which the Restricted Stockholder is permitted to purchase shares of Common Stock of the Corporation pursuant to the Corporation’s insider trading policy or applicable law, on the first day of the next open trading window after such Vesting Date (such date, the “Date of Determination”).

2

(c) The Restricted Stockholder hereby acknowledges that the consideration set forth above in paragraphs (a) and (b) of this Section 1 is in full satisfaction of the Corporation’s obligation to grant the Restricted Stockholder 230,000 shares of Restricted Stock on May 1, 2009 pursuant to Section 3(c) of the Employment Agreement. The Restricted Stockholder further acknowledges that the Corporation shall not be obligated pursuant to the Employment Agreement to grant the Restricted Stockholder additional shares of Restricted Stock in calendar year 2009.

(d) All capitalized terms used herein but not defined shall have the meanings given to such terms in the Stock Incentive Plan.

2. Vesting Period. The Performance Shares shall no longer be subject to the restrictions set forth herein on the earlier to occur of (such date, the “Vesting Date”):

(a) the last day of any five consecutive trading day period during which the average closing price of the Corporation’s common stock on the New York Stock Exchange (or such other securities exchange on which the Corporation’s Common Stock may then be traded) equals or exceeds 12% above the closing stock price on December 31, 2008 ($12.88); or

(b) the date there is a Change of Control of the Corporation (as defined in the Employment Agreement).

Except as otherwise provided in the Employment Agreement, in the event the Restricted Stockholder’s employment is terminated by the Corporation or voluntarily by the Restricted Stockholder, the Restricted Stockholder will surrender all of the unvested Performance Shares issuable pursuant to the terms hereof.

The number of shares granted and the stock price referred to above shall be adjusted for changes in the Common Stock as outlined in Section 18.4 of the Stock Incentive Plan or as otherwise mutually agreed in writing between the parties.

3. Non-Transferability. The Performance Shares that remain subject to the restrictions set forth herein may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder until such restrictions shall have lapsed in accordance with the terms hereof or in the event of a transfer, assignment, pledge or other disposal, such event has been approved by the Compensation Committee of the Board of Directors. Restricted Stockholder agrees that, to the extent the restrictions set forth herein lapse with respect to any of the Performance Shares, such unrestricted Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder, subject to applicable law, regulation or stock exchange rule, provided that Restricted Stockholder shall be entitled to satisfy the minimum withholding tax obligation (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve) by electing to have the Corporation withhold from the Performance Shares that number of shares

3

having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

4. 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, nor shall it interfere in any way with the right of 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.

5. Restricted Stockholder Bound by Stock Incentive Plan. The Restricted Stockholder hereby acknowledges receipt of a copy of the Stock Incentive 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 Stock Incentive Plan, the provisions of this Agreement 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 Stock Incentive Plan.

6. Section 83(b) Election. If the Restricted Stockholder files an election with the Internal Revenue Service to include the Fair Market Value of any Performance 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.

7. Withholding Taxes. The Performance Shares will be subject to any federal, state, or local taxes of any kind required by law at the time the Performance Shares vest and become nonforfeitable. By accepting the Performance Shares, the Restricted Stockholder agrees to promptly satisfy federal, state and local withholding requirements, when and if applicable, for such Performance Shares by making a cash payment to the Corporation equal to the required withholding amount or by electing to have the Corporation withhold from the Performance Shares that number of shares having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

8. 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 at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. Any notice required to be given or delivered to the Restricted Stockholder shall be in writing and addressed to the Restricted Stockholder at the address set forth on the signature page hereto or to such other address as such party may designate in writing from time to time to the Corporation. All notices

4

shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

9. Interpretation. In the event of any conflict between the provisions of this Agreement and the provisions of the Employment Agreement, the provisions of this Agreement shall control.

10. 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.

11. Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(signature page follows)

5

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by a duly authorized officer and the Restricted Stockholder has executed this Agreement as of the date first set forth above.

JARDEN CORPORATION
By:	/s/ Ian G.H. Ashken
Name:	Ian G.H. Ashken
Title:	Vice Chairman and Chief Financial Officer
RESTRICTED STOCKHOLDER
/s/ Martin E. Franklin
Name:	Martin E. Franklin
Address:

EX-10.3

Exhibit 10.3

JARDEN CORPORATION

RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT

This RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT, dated as of the 13^th day of January, 2009 (the “Agreement”), by and between Jarden Corporation, a Delaware corporation (the “Corporation”), and Ian G.H. Ashken (the “Restricted Stockholder”).

W I T N E S S E T H :

WHEREAS, the Restricted Stockholder is an employee of the Corporation;

WHEREAS, the Restricted Stockholder entered into the Third Amended and Restated Employment Agreement, dated as of May 24, 2007 (as amended, the “Employment Agreement”), by and between the Corporation and the Restricted Stockholder;

WHEREAS, pursuant to the terms of the Employment Agreement, the Corporation is obligated to grant to the Restricted Stockholder certain performance based equity awards in the form of restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the Corporation (the “Restricted Stock”) under the Corporation’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Stock Incentive Plan”) or such other similar stock plan that the Corporation may have in place, based on the long-term framework for the Corporation adopted by the Compensation Committee; and

WHEREAS, the Restricted Stockholder has voluntarily agreed to be paid 7.5% less than his contractual base salary during the Corporation’s fiscal year 2009; and

WHEREAS, the parties hereto desire to enter into this Agreement on the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Corporation and the Restricted Stockholder hereby agree as follows:

1. Granting of Restricted Shares. (a) Notwithstanding anything to the contrary in the Employment Agreement, the Corporation hereby agrees immediately to grant to the Restricted Stockholder, effective as of the date hereof (the “Date of Grant”), 95,000 restricted shares of Common Stock (the “Performance Shares”), subject to all of the terms and conditions of this Agreement, the Employment Agreement and the Stock Incentive Plan. The restrictions on the Performance Shares shall lapse, and the Performance Shares shall be fully vested, on the Vesting Date as set forth in Section 2 below.

(b) The Restricted Stockholder hereby acknowledges that the consideration set forth above in paragraph (a) of this Section 1 is in full satisfaction of the Corporation’s obligation to grant the Restricted Stockholder 95,000 shares of Restricted Stock on May 1, 2009 pursuant to Section 3(c) of the Employment Agreement. The Restricted Stockholder further acknowledges that the Corporation shall not be obligated pursuant to the Employment Agreement to grant the Restricted Stockholder additional shares of Restricted Stock in calendar year 2009.

(c) All capitalized terms used herein but not defined shall have the meanings given to such terms in the Stock Incentive Plan.

2. Vesting Period. The Performance Shares shall no longer be subject to the restrictions set forth herein on the earlier to occur of (such date, the “Vesting Date”):

(a) the last day of any five consecutive trading day period during which the average closing price of the Corporation’s common stock on the New York Stock Exchange (or such other securities exchange on which the Corporation’s Common Stock may then be traded) equals or exceeds 12% above the closing stock price on December 31, 2008 ($12.88); or

(b) the date there is a Change of Control of the Corporation (as defined in the Employment Agreement).

Except as otherwise provided in the Employment Agreement, in the event the Restricted Stockholder’s employment is terminated by the Corporation or voluntarily by the Restricted Stockholder, the Restricted Stockholder will surrender all of the unvested Performance Shares issuable pursuant to the terms hereof.

The number of shares granted and the stock price referred to above shall be adjusted for changes in the Common Stock as outlined in Section 18.4 of the Stock Incentive Plan or as otherwise mutually agreed in writing between the parties.

3. Non-Transferability. The Performance Shares that remain subject to the restrictions set forth herein may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder until such restrictions shall have lapsed in accordance with the terms hereof or in the event of a transfer, assignment, pledge or other disposal, such event has been approved by the Compensation Committee of the Board of Directors. Restricted Stockholder agrees that, to the extent the restrictions set forth herein lapse with respect to any of the Performance Shares, such unrestricted Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder, subject to applicable law, regulation or stock exchange rule, provided that Restricted Stockholder shall be entitled to satisfy the minimum withholding tax obligation (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve) by electing to have the Corporation withhold from the Performance Shares that number of shares

2

having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

4. 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, nor shall it interfere in any way with the right of 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.

5. Restricted Stockholder Bound by Stock Incentive Plan. The Restricted Stockholder hereby acknowledges receipt of a copy of the Stock Incentive 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 Stock Incentive Plan, the provisions of this Agreement 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 Stock Incentive Plan.

6. Section 83(b) Election. If the Restricted Stockholder files an election with the Internal Revenue Service to include the Fair Market Value of any Performance 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.

7. Withholding Taxes. The Performance Shares will be subject to any federal, state, or local taxes of any kind required by law at the time the Performance Shares vest and become nonforfeitable. By accepting the Performance Shares, the Restricted Stockholder agrees to promptly satisfy federal, state and local withholding requirements, when and if applicable, for such Performance Shares by making a cash payment to the Corporation equal to the required withholding amount or by electing to have the Corporation withhold from the Performance Shares that number of shares having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

8. 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 at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. Any notice required to be given or delivered to the Restricted Stockholder shall be in writing and addressed to the Restricted Stockholder at the address set forth on the signature page hereto or to such other address as such party may designate in writing from time to time to the Corporation. All notices

3

shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

9. Interpretation. In the event of any conflict between the provisions of this Agreement and the provisions of the Employment Agreement, the provisions of this Agreement shall control.

10. 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.

11. Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(signature page follows)

4

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by a duly authorized officer and the Restricted Stockholder has executed this Agreement as of the date first set forth above.

JARDEN CORPORATION
By:	/s/ Martin E. Franklin
Name:	Martin E. Franklin
Title:	Chairman and Chief Executive Officer
RESTRICTED STOCKHOLDER
/s/ Ian G.H. Ashken
Name:	Ian G.H. Ashken
Address:

EX-10.4

Exhibit 10.4

JARDEN CORPORATION

RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT

This RESTRICTED STOCK AWARD AND AMENDMENT AGREEMENT, dated as of the 13^th day of January, 2009 (the “Agreement”), by and between Jarden Corporation, a Delaware corporation (the “Corporation”), and James E. Lillie (the “Restricted Stockholder”).

W I T N E S S E T H :

WHEREAS, the Restricted Stockholder is an employee of the Corporation;

WHEREAS, the Restricted Stockholder entered into the Second Amended and Restated Employment Agreement, dated as of May 24, 2007 (as amended, the “Employment Agreement”), by and between the Corporation and the Restricted Stockholder;

WHEREAS, pursuant to the terms of the Employment Agreement, the Corporation is obligated to grant to the Restricted Stockholder certain performance based equity awards in the form of restricted shares of common stock, par value $0.01 per share (the “Common Stock”), of the Corporation (the “Restricted Stock”) under the Corporation’s Amended and Restated 2003 Stock Incentive Plan, as amended (the “Stock Incentive Plan”) or such other similar stock plan that the Corporation may have in place, based on the long-term framework for the Corporation adopted by the Compensation Committee; and

WHEREAS, pursuant to Section 4 of the Employment Agreement, in the event that the Corporation does not have sufficient shares pursuant to the Stock Incentive Plan (or such other similar stock plan that the Corporation may have in place) to grant the number of shares of Restricted Stock to the Restricted Stockholder as provided in Section 4 of the Employment Agreement, the Corporation is obligated to grant to the Restricted Stockholder such number of shares of Restricted Stock that are available under the Corporation’s stock incentive plans, and in lieu of any shares of Restricted Stock not granted (the “Remaining Stock”), grant to the Restricted Stockholder a compensation package having performance targets and a value equivalent to the value of the shares of Remaining Stock not issued to the Restricted Stockholder; and

WHEREAS, the Corporation does not have sufficient shares available under the Stock Incentive Plan to fulfill the grant of 40,000 shares of Restricted Stock required to be granted to the Restricted Stockholder in 2009 as required by Section 4 of the Employment Agreement; and

WHEREAS, the Restricted Stockholder has agreed to accept the alternate consideration set forth in this Agreement in lieu of the Remaining Stock not granted to the Restricted Stockholder due to the lack of availability of such shares under the Stock Incentive Plan; and

WHEREAS, the Restricted Stockholder has agreed to use any cash paid to the Restricted Stockholder in lieu of the Remaining Stock to purchase Common Stock of the Corporation, and the Compensation Committee of the Corporation’s Board of Directors

has determined that it would be in the best interest of the Corporation for the Restricted Stockholder to be granted cash in lieu of such Remaining Stock and to use such cash to purchase Common Stock; and

WHEREAS, the Restricted Stockholder has voluntarily agreed to be paid 7.5% less than his contractual base salary during the Corporation’s fiscal year 2009; and

WHEREAS, the Corporation is willing to grant the portion of the Restricted Stock that the Corporation has the shares available to grant to the Restricted Stockholder as of the date of this Agreement rather than on May 1, 2009 in exchange for the covenants and agreements of the Restricted Stockholder hereunder; and

WHEREAS, the parties hereto desire to enter into this Agreement on the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Corporation and the Restricted Stockholder hereby agree as follows:

1. Granting of Restricted Shares and Alternate Consideration in Lieu of Remaining Shares. (a) Notwithstanding anything to the contrary in the Employment Agreement, the Corporation hereby agrees immediately to grant to the Restricted Stockholder, effective as of the date hereof (the “Date of Grant”), 30,000 restricted shares of Common Stock (the “Performance Shares”), subject to all of the terms and conditions of this Agreement, the Employment Agreement and the Stock Incentive Plan, in partial satisfaction of the Corporation’s obligation to grant Restricted Stock to the Restricted Stockholder in 2009 pursuant to Section 4 of the Employment Agreement. The restrictions on the Performance Shares shall lapse, and the Performance Shares shall be fully vested, on the Vesting Date as set forth in Section 2 below.

(b) In lieu of the 10,000 shares of the Remaining Stock that the Corporation is obligated pursuant to Section 4 of the Employment Agreement to grant to the Restricted Stockholder in 2009, the Corporation hereby agrees to grant to the Restricted Stockholder, and the Restricted Stockholder agrees to accept, a cash payment (the “Alternate Payment”), in an amount equal to the value of such shares of Remaining Stock not issued to the Restricted Stockholder, on the Date of Determination (as defined below). For purposes of determining the amount of the Alternate Payment, the value of the shares of Remaining Stock not issued to the Restricted Stockholder shall be determined in good faith by the Compensation Committee or the Board of Directors, as the case may be, based on the closing price of the Corporation’s Common Stock on the New York Stock Exchange (or such other securities exchange on which the Corporation’s common stock may then be traded) on the Vesting Date (as defined below) or, if such date does not occur during an open trading window during which the Restricted Stockholder is permitted to purchase shares of Common Stock of the Corporation pursuant to the Corporation’s insider trading policy or applicable law, on the first day of the next open trading window after such Vesting Date (such date, the “Date of Determination”).

2

(c) The Restricted Stockholder hereby acknowledges that the consideration set forth above in paragraphs (a) and (b) of this Section 1 is in full satisfaction of the Corporation’s obligation to grant the Restricted Stockholder 40,000 shares of Restricted Stock on May 1, 2009 pursuant to Section 4 of the Employment Agreement. The Restricted Stockholder further acknowledges that the Corporation shall not be obligated pursuant to the Employment Agreement to grant the Restricted Stockholder additional shares of Restricted Stock in calendar year 2009.

(d) All capitalized terms used herein but not defined shall have the meanings given to such terms in the Stock Incentive Plan.

2. Vesting Period. The Performance Shares shall no longer be subject to the restrictions set forth herein on the earlier to occur of (such date, the “Vesting Date”):

(a) the last day of any five consecutive trading day period during which the average closing price of the Corporation’s common stock on the New York Stock Exchange (or such other securities exchange on which the Corporation’s Common Stock may then be traded) equals or exceeds 12% above the closing stock price on December 31, 2008 ($12.88); or

(b) the date there is a Change of Control of the Corporation (as defined in the Employment Agreement).

Except as otherwise provided in the Employment Agreement, in the event the Restricted Stockholder’s employment is terminated by the Corporation or voluntarily by the Restricted Stockholder, the Restricted Stockholder will surrender all of the unvested Performance Shares issuable pursuant to the terms hereof.

The number of shares granted and the stock price referred to above shall be adjusted for changes in the Common Stock as outlined in Section 18.4 of the Stock Incentive Plan or as otherwise mutually agreed in writing between the parties.

3. Non-Transferability. The Performance Shares that remain subject to the restrictions set forth herein may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder until such restrictions shall have lapsed in accordance with the terms hereof or in the event of a transfer, assignment, pledge or other disposal, such event has been approved by the Compensation Committee of the Board of Directors. Restricted Stockholder agrees that, to the extent the restrictions set forth herein lapse with respect to any of the Performance Shares, such unrestricted Performance Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Restricted Stockholder, subject to applicable law, regulation or stock exchange rule, provided that Restricted Stockholder shall be entitled to satisfy the minimum withholding tax obligation (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve) by electing to have the Corporation withhold from the Performance Shares that number of shares

3

having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

4. 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, nor shall it interfere in any way with the right of 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.

5. Restricted Stockholder Bound by Stock Incentive Plan. The Restricted Stockholder hereby acknowledges receipt of a copy of the Stock Incentive 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 Stock Incentive Plan, the provisions of this Agreement 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 Stock Incentive Plan.

6. Section 83(b) Election. If the Restricted Stockholder files an election with the Internal Revenue Service to include the Fair Market Value of any Performance 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.

7. Withholding Taxes. The Performance Shares will be subject to any federal, state, or local taxes of any kind required by law at the time the Performance Shares vest and become nonforfeitable. By accepting the Performance Shares, the Restricted Stockholder agrees to promptly satisfy federal, state and local withholding requirements, when and if applicable, for such Performance Shares by making a cash payment to the Corporation equal to the required withholding amount or by electing to have the Corporation withhold from the Performance Shares that number of shares having a Fair Market Value (as defined in the Stock Incentive Plan) equal to the minimum amount required to be withheld (or such greater withholding amount as the Compensation Committee of the Board of Directors may approve), determined on the date that the amount of tax to be withheld is to be determined.

8. 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 at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. Any notice required to be given or delivered to the Restricted Stockholder shall be in writing and addressed to the Restricted Stockholder at the address set forth on the signature page hereto or to such other address as such party may designate in writing from time to time to the Corporation. All notices

4

shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile.

9. Interpretation. In the event of any conflict between the provisions of this Agreement and the provisions of the Employment Agreement, the provisions of this Agreement shall control.

10. 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.

11. Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other party.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

(signature page follows)

5

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by a duly authorized officer and the Restricted Stockholder has executed this Agreement as of the date first set forth above.

JARDEN CORPORATION
By:	/s/ Ian G.H. Ashken
Name:	Ian G.H. Ashken
Title:	Vice Chairman and Chief Financial Officer
RESTRICTED STOCKHOLDER
/s/ James E. Lillie
Name:	James E. Lillie
Address: