JARDEN CORP
AMENDMENT NO. 1 TO THE ALLTRISTA CORPORATION 2001
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<TYPE>EX-10.15
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>AMENDMENT NO. 1 TO THE ALLTRISTA CORPORATION 2001
<TEXT>
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                                 AMENDMENT NO. 1
                                     TO THE
                              ALLTRISTA CORPORATION
                              ---------------------
                             2001 STOCK OPTION PLAN


         The following amendments are hereby made to the Alltrista Corporation
2001 Stock Option Plan (the "Plan"):

         Section 2.01(d) of the Plan is hereby amended in its entirety and
replaced by the following new Section 2.01(d):

                  "(d) "Committee" means either (i) the committee consisting of
         two or more non-employee Directors (within the meaning of Rule 16b-3 of
         the 1934 Securities Exchange Act, as amended) designated by the Board
         of Directors to administer the Plan or (ii) the Board of Directors."

         Section 5.02(d) of the Plan is hereby amended in its entirety and
replaced by the following new Section 5.02(d):

                  "(d) The Committee may, in its discretion, grant additional
         Options to any Executive Officer or Independent Director."

         Section 5.04 of the Plan is hereby amended in its entirety and replaced
by the following new Section 5.04:

                  "Section 5.04. Vesting of Stock Options. Except as provided
         below, Options shall vest and become exercisable on the earlier of (i)
         the first date after the grant date on which the Fair Market Value of a
         Common Share equals or exceeds seventeen dollars ($17.00) or (ii) the
         seventh anniversary of the date of grant. All vesting with respect to
         Options held by a particular Optionee shall cease upon such Optionee's
         termination of employment or service with the Company. The Options
         shall expire on the earlier of (i) the tenth anniversary of the date of
         grant or (ii) the date that is one year after the Optionee terminates
         his or her employment or directorship with the Company.
         Nothwithstanding anything herein to the contrary, one-half of Mr.
         Franklin's and Mr. Ashken's Options, respectively, shall terminate
         immediately on the earlier of (i) their voluntary resignation from
         service with the Company, respectively, if such resignation occurs on
         or before March 31, 2002, (ii) the date set forth in Section 6.02 on
         account of death or (iii) the tenth anniversary of the date of grant.
         The remainder of Messrs. Franklin's and Ashken's Options shall expire
         on the earlier of (i) the date set forth in Section 6.02 on account of
         death or (ii) tenth anniversary of the date of grant. Notwithstanding
         the foregoing, the Committee shall have the authority to determine, in
         its discretion, the vesting and excercisability schedule of additional
         Options granted at the Committee's discretion pursuant to Section
         5.02(d) above."



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         The Plan was amended by the Board of Directors of Alltrista Corporation
as of April 23, 2002.

                                  Certification

         The undersigned, being the Secretary of Alltrista Corporation, a
Delaware corporation, hereby certifies that the foregoing is a true and complete
copy of Amendment No. 1 to the 2001 Stock Option Plan, as duly adopted by the
Board of Directors of the Company on April 23, 2002, and that said Amendment No.
1 to Alltrista Corporation 2001 Stock Option Plan is in full force and effect on
the date hereof, without further amendment or modification.


                                                     /s/ Ian Ashken
                                                     --------------
                                                     Ian Ashken, Secretary of
                                                     Alltrista Corporation



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