THIS TERMINATION AGREEMENT is made as of June 23, 2005,
between Xxxxxx X. Xxxxxxxx., an individual residing at 00 Xxx Xxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 ("Xx. Xxxxxxxx"), and Ian X.X. Xxxxxx, an individual
residing at 00 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 ("Xx. Xxxxxx").
WHEREAS, Xx. Xxxxxxxx and Xx. Xxxxxx are parties to that
certain Voting Agreement, dated as of August 22, 2002 (the "Voting Agreement"),
pursuant to which Xx. Xxxxxx granted certain voting rights to Xx. Xxxxxxxx
regarding all of the shares of Jarden Corporation (the "Shares") owned by Xx.
Xxxxxx as of such date and any Shares thereafter acquired by Xx. Xxxxxx; and
WHEREAS, the parties desire to terminate the Voting Agreement
in accordance with the terms hereof.
NOW, THEREFORE, the parties hereto, in consideration of the
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, agree as follows:
1. Xx. Xxxxxxxx and Xx. Xxxxxx agree that, effective as of
June 23, 2005, the Voting Agreement, including, without limitation, all voting
rights, proxies and other rights and obligations contained therein, shall
terminate without any further action on the part of Xx. Xxxxxxxx or Xx. Xxxxxx.
2. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. Any claims or litigation arising
out of or relating to this Agreement or any of the transactions contemplated
hereby shall be brought exclusively in the Federal or State courts of New York,
New York and the parties consent to personal jurisdiction therein. This
Agreement may be executed in one or more counterparts each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. Facsimile signatures shall be deemed
acceptable and binding on the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
/s/ Ian X.X. Xxxxxx
Ian X.X. Xxxxxx