Stockholders' Equity And Share-Based Awards

12 Months Ended

Dec. 31, 2011

Stockholders' Equity And Share-Based Awards [Abstract]

Stockholders' Equity And Share-Based Awards

13. Stockholders' Equity and Share-Based Awards

The Company maintains the 2009 Stock Incentive Plan and the Amended and Restated 2003 Stock Incentive Plan, as amended, which allows for grants of stock options, restricted stock and short-term cash awards. At December 31, 2011, there were approximately 2.4 million share-based awards collectively available for grant under these stock plans.

Stock Options

A summary of the Company's stock option activity in 2011 is as follows:

	Shares (in  thousands)			Weighted Average Exercise Price		Weighted Average Remaining Life (years)		Total Intrinsic Value (in  millions)
Options outstanding, beginning of year		2,529.3		$	20.33
Granted		—			—
Exercised		(990.2	)		15.09
Cancelled		(46.3	)		21.69
Options outstanding, end of year(1)		1,492.8		$	23.59		2.6	$	10.6
Options exercisable, end of year		1,318.8		$	23.76		2.3	$	9.2

(1) - Approximates the options vested and expected to vest

The weighted average per share grant date fair value of options granted and the total intrinsic value of options exercised for 2011, 2010 and 2009 are as follows:

	Weighted Average Per Share Grant Date Fair Value		Total Intrinsic Value of Options Exercised (in millions)
2011	$	—	$	18.4
2010		16.89		9.4
2009		9.91		18.6

The weighted average assumptions used to determine the fair value of options granted in 2011, 2010 and 2009 is as follows:

	2011		2010			2009
Expected volatility		—		60.7	%		58.3	%
Risk-free interest rates		—		2.3	%		2.3	%
Expected life (in years)		—		4.5			4.5

The Company does not use cash to settle any of its options or restricted share awards and when available issues shares from its treasury stock instead of issuing new shares. The common stock options granted during 2011, 2010 and 2009, vest ratably over the explicit service period typically 3 to 4 years and generally have a contractual term of 7 years.

Restricted Shares of Common Stock

The Company issues restricted share awards whose restrictions lapse upon either the passage of time (service vesting), achieving performance targets, attaining Company common stock price thresholds or some combination of these restrictions. The contractual life is generally 7 years for those restricted shares with performance targets, common stock price thresholds or some combination thereof. For those restricted share awards with common stock price thresholds, the fair values were determined using a Monte Carlo simulation embedded in a lattice model. The fair value for all other restricted share awards were based on the closing price of the Company's common stock on the dates of grant.

A summary of the Company's restricted share activity for 2011 is as follows:

	Shares (in  thousands)
Outstanding as of December 31, 2010		3,422.6
Granted		1,246.8
Released/Vested		(487.1	)
Cancelled		(209.6	)
Outstanding as of December 31, 2011		3,972.7

The total fair value of restricted shares granted and total fair value of restricted shares vested for 2011, 2010 and 2009 is as follows:

(in millions)	2011		2010		2009
Total fair value of restricted shares granted	$	36.0	$	73.9	$	36.1
Total fair value of restricted shares vested		14.5		19.5		30.0

For those restricted awards with common stock price thresholds, the weighted average grant date fair values of these awards were $29.50, $30.72 and $10.99 for 2011, 2010 and 2009, respectively, based on the following assumptions:

	2011			2010			2009
Expected volatility		44.0	%		49.4	%		50.4	%
Risk-free interest rates		2.2	%		2.6	%		1.4	%
Derived service periods (in years)		0.2			0.1			0.2

For all other restricted share awards, the weighted average grant date fair values were $28.55, $31.00 and $24.08 for the years ended December 31, 2011, 2010 and 2009, respectively.

As part of the restricted share awards granted in 2011, in January 2011, the Board authorized an annual grant of approximately 0.4 million restricted share awards to certain executive officers. These awards had an aggregate grant date fair value of $11.7 and vested during the first three months of 2011 when the Company's weighted average share price exceeded certain thresholds. In 2011, the Company also granted approximately 0.8 million restricted share awards with an aggregate grant date fair value of $24.3 that cliff vest upon the achievement of certain performance targets.

Additionally, in January 2010, the Board authorized a grant of approximately 1.4 million restricted share awards to certain executive officers. These awards, which had an aggregate grant date fair value of $44.8, have a 5-year contractual life and their restrictions lapse if and when the Company achieves certain performance targets. The Company is currently not recognizing compensation expense on these awards as the achievement of the performance targets is improbable.

As of December 31, 2011, there was $31.5 of unrecognized compensation cost related to non-vested share-based awards. Those costs are expected to be recognized through 2014 over a weighted-average period of approximately 14 months.

Stockholders' Equity

In August 2011, the Board authorized a new stock repurchase program that would allow the Company to repurchase up to $500 of its common stock (the "Stock Repurchase Program"). During August 2011, the Company completed its prior $150 stock repurchase program that was authorized in November 2007 and increased in March 2010. During 2011 and 2010, the Company repurchased approximately 2.5 million and 1.4 million shares, respectively, of its common stock under these stock repurchase programs at a per share average price of $30.42 and $29.62, respectively. There were no shares repurchased in 2009.

Cash dividends paid to stockholders in 2011, 2010 and 2009 were $30.1, $28.7 and $6.6, respectively. In January 2012, the Company announced that the Board had decided to suspend the Company's dividend program following the dividend paid on January 31, 2012.

In 2009, the Company completed an equity offering of 12.0 million newly-issued shares of common stock at $17.50 per share. The net proceeds to the Company were $203.

At December 31, 2011, the Company had a common stock warrant (the "Warrant") outstanding that grants the holder the right to purchase approximately 2.2 million shares of Jarden common stock at an initial exercise price of $45.32 per share (subject to adjustment as provided therein). The Warrant must be exercised in full and expires on March 31, 2012. The Company has the option to require the holder to exercise the Warrant if the closing price of Jarden's common stock exceeds $50.99 per share (subject to equitable adjustment for certain transactions) for a period of three consecutive trading days. If the holder of the Note, (see Note 9) causes Jarden to redeem the Note, then the threshold price for the right of mandatory exercise of the Warrant will be reduced from the aforementioned $50.99 per share to $45.32 per share.

Subsequent Event

On January 26, 2012, the Company commenced a "modified Dutch auction" self-tender offer (the "Offer") to purchase up to $500 in value of its common stock. The repurchase of shares of common stock under the Offer is being made pursuant to the Stock Repurchase Program, pursuant to which the Company is authorized to repurchase up to $500 aggregate amount of outstanding shares of common stock at prevailing market prices or in privately-negotiated transactions. On January 23, 2012, the Board authorized an increase in the then available repurchase capacity of the Stock Repurchase Program to $500. The Offer is not conditioned upon any minimum number of shares being tendered, but is subject to the satisfaction of certain conditions, as specified in the Offer, including the successful completion of additional debt under the Facility. The Company expects to fund the Offer from a combination of cash on hand and new debt.