Exhibit 10.37


 


Execution Copy


 


Amendment No. 1 to Executive Employment
Agreement


 


WHEREAS, John R. DePaul (“Executive”) entered into that certain
Executive Employment Agreement with Von Hoffmann Corporation, a Delaware
corporation (the “Company”), dated as of September 5, 2003 (the “Original
Agreement” and as amended hereby, the “Agreement”); and


 


WHEREAS, the Company and Executive desire to amend the Agreement to extend
the term, and in consideration make certain other modifications to reflect
changes in Executive’s role with and compensation by the Company; and


 


WHEREAS, the Company is an indirect wholly owned subsidiary of Visant
Corporation, a Delaware corporation (formerly, Jostens IH Corp., “Visant”).


 


NOW, THEREFORE, in consideration of the mutual undertakings contained
herein and in the Original Agreement and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             Capitalized
terms used herein without definition shall have the meaning ascribed to such
terms in the Agreement.


 


2.             The
modifications in this Amendment No. 1 shall be effective as of March 1, 2005, subject
to the execution of this Amendment No. 1 by both parties.


 


3.             Section
2.2(a) is hereby deleted in its entirety and replaced with the following:


 


“Commencing as of March 1, 2005 and continuing through the Employment
Period, Executive shall serve as an Executive Vice President of the Company.
Executive will be primarily responsible for all sales activity for the Company,
including its Lehigh Lithographers division, but excluding the Lehigh Direct
division. Executive shall report to the Chief Executive Officer of Visant or to
such other person as he shall designate from time to time. Executive shall
perform such other duties as may be requested from time to time by the Chief
Executive Officer of Visant (or such other person as Executive shall report to
from time to time).”


 


All references in the Agreement to “the Chief Executive Officer of the
Company” shall be to the “Chief Executive Officer of Visant” or to such other
person as the Chief Executive Officer of Visant shall designate from time to
time.


 


Section 2.2(c) is amended to acknowledge that the Executive’s duties
will require substantial travel. Such Section is amended to apply during the
Employment Period as extended by this Amendment No. 1.


 


4.             Effective
as of March 1, 2005: Section 2.3(a) is amended to reflect that Executive’s base
salary shall be $330,000 per annum. Section 2.3(b) is deleted in its entirety
and the reference “[Intentionally Deleted.]” is added in lieu thereof.


 

















 


All references in the Original Agreement to the “Bonus” are hereby
deleted. Section 2.3(c) is deleted in its entirety and replaced with the
following:


 


“Commencing with the 2005 fiscal year, Executive shall be eligible to
participate in the Company’s annual management bonus plan at a target level of
50% of Executive’s Base Salary (with maximum opportunity equal to 75%
(increasing in linear progression for performance above 100% up to 150%) of Executive’s
Base Salary based on the achievement of certain stretch targets established by
the Board of Directors of Visant) (the “Performance Bonus”). The Performance
Bonus shall be paid only if certain financial and performance targets, to be
established by the Chief Executive Officer of Visant and the Board of Directors
of Visant from time to time, are met. The Performance Bonus shall be payable
following the availability of audited financial statements for the consolidated
Visant group of companies. Executive’s participation will be subject to and in
accordance with the terms of the Company’s annual management bonus plan,
including the requirement for the Company to meet its consolidated EBITDA goal
and any requirement that Executive remain employed to receive any amount
payable under the bonus plan.”


 


5.             Section
2.3(d)(ii)(B) is deleted in its entirety. Executive acknowledges that he has
been provided the opportunity to invest in Visant Holding Corp. and received
certain options to purchase the Class A Common Stock of Visant Holding Corp.
The terms of such investment and the stock options are governed by such
documents as separately entered into by Executive and Visant Holding Corp.


 


6.             Section
2.4(a) is deleted in its entirety and replaced with the following:


 


“The Employment Period shall end on 11:59 p.m. on December 31, 2008,
subject to earlier termination (i) by reason of Executive’s death, (ii) by
action of the Company or Holdings, with or without Cause, or (iii) upon
Executive’s voluntary resignation or for any other reason not set forth above.”


 


7.             The
exception clause in Section 2.4(d) is deleted and replaced with the following: “except
that Executive shall be entitled as severance consideration in exchange for the
execution of a severance agreement and release of claims as provided below, to
(i) an amount in cash equivalent to $330,000 (gross) as salary continuation,
which shall be payable as the Company shall determine in up to twelve (12)
equal monthly payments of $27,500 (gross) each, less applicable withholding,
and (ii) the Executive (and those of his dependents enrolled at the time of his
separation) will have the right to continue health and dental care coverage subject
to and in accordance with the terms and conditions of COBRA (as may be amended
from time to time), and during the period that Executive is receiving salary
continuation under (i) the Company will pay the premiums for such coverage over
and above the then active employee contribution amount for such coverage, provided
that in any event the Company’s payment for such health and dental benefits
will cease on the date Executive otherwise becomes eligible to


 

















 


obtain substantially comparable health benefits elsewhere (the “Benefits
Period”). Such continued coverage will be subject to the terms and conditions
of such benefit plans as apply to active employees generally, including the
Company’s right to amend and terminate such plans. Following the Benefits
Period Executive and his dependents, to the extent they are enrolled in the
plans at the conclusion of the Benefits Period, will have the right to
continued coverage pursuant to and in accordance with COBRA for the remainder
of the applicable COBRA period (the COBRA period will begin upon the qualifying
event of Executive’s loss of employment with the Company), subject to, among
other things, the payment of premiums by Executive or the covered dependents.” In
addition, the last sentence of Section 2.4(d) is revised to read as
follows:  “Any payments to be made to
Executive pursuant to this Section 2.4(d) shall be made in monthly installments
on the payment dates on which Executive’s Base Salary would have otherwise been
paid if the Employment Period had continued, and as of the date of the final
such payment none of the Company, Holding, or any other member of the Company
Group shall have any further obligation to Executive pursuant to this Section
2.4 or otherwise.”


 


8.             Except
as amended above, Section 2.4(d) remains as written in the Original Agreement.


 


9.             The
following is added as a new Section 2.4(h): “The severance and other
consideration given pursuant to Section 2.4(d), shall be given in consideration
for the execution and delivery by the Executive of a severance agreement and release
in form and substance reasonably satisfactory to the Company and pursuant to
which the Executive releases the Company, the Company Group and each affiliate and
agent of the Company Group, and each stockholder, officer, director and
employee thereof, from any and all claims the Executive may have against any of
them by reason of his employment or termination of such employment.”


 


10.           References
to “Company Group” shall mean, collectively, Visant Corporation, Holdings, the
Company and the respective Subsidiaries, successors and assigns, excluding for
all purposes, the Lehigh Direct operations. Section 2.7(a) is amended by adding
the following in the second sentence thereof directly before “as such
businesses exist”: “with respect to which Executive has been primarily involved”.


 


11.           Section
3.3 of the Original Agreement is hereby amended to provide that notices to the
Company or Holding shall be sent to:


 


Visant Corporation


One Byram Brook Place,  Suite 202


Armonk, New York 10504


Attention: General Counsel


Facsimile: 914-595-8237


 

















 


Notices to the Executive shall be sent to:


 


John R. DePaul


 


12.           Each
party hereby acknowledges and agrees that except as expressly amended hereby
the terms and conditions of the Original Agreement are ratified and confirmed
and remain in full force and effect. The Agreement supersedes all prior
discussions or writings on the express subject matter hereof (the employment of
Executive).


 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to Executive Employment Agreement as of this 1st day of April,
2005.


 


VON HOFFMANN CORPORATION


 


	
  By:

  	
  /s/ Marc L. Reisch

  	
   

  
	
   

  
	
   

  
	
   

  	
  /s/ John R. DePaul

  	
   

  
	
   

  	
   John
  R. DePaul

  	
   

  



 


ACKNOWLEDGED:


 


VON HOFFMANN HOLDINGS INC.


 


	
  By:

  	
  /s/ Marie D. Hlavaty