Exhibit
10.9


 


JOSTENS,
INC.


EXECUTIVE
SEVERANCE PAY PLAN


(2003 REVISION)


 


 


As Adopted
Effective February 26, 2003


 

















 


JOSTENS,
INC.


EXECUTIVE
SEVERANCE PAY PLAN (2003 REVISION)


 


TABLE
OF CONTENTS


 


	
  ARTICLE
  1 INTRODUCTION.

  	
   

  
	
  1.1.

  	
  Plan
  Name.

  	
   

  
	
  1.2.

  	
  Plan
  Type.

  	
   

  
	
  1.3.

  	
  Plan Purpose.

  	
   

  
	
  1.4.

  	
  Plan Background.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 CONSTRUCTION, INTERPRETATIONS AND
  DEFINITIONS.

  	
   

  
	
  2.1.

  	
  Governing Law.

  	
   

  
	
  2.2.

  	
  Headings.

  	
   

  
	
  2.3.

  	
  Number and Gender.

  	
   

  
	
  2.4.

  	
  Officers.

  	
   

  
	
  2.5.

  	
  Definitions.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3 ELIGIBILITY FOR BENEFITS.

  	
   

  
	
  3.1.

  	
  Eligibility Requirements.

  	
   

  
	
  3.2.

  	
  Other Special Benefits.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4 BENEFITS.

  	
   

  
	
  4.1.

  	
  Compensation
  and Benefits Through Termination Date.

  	
   

  
	
  4.2.

  	
  Cash Payment.

  	
   

  
	
  4.3.

  	
  COBRA Premiums.

  	
   

  
	
  4.4.

  	
  Continuation of
  Perquisites.

  	
   

  
	
  4.5.

  	
  Limitation on Benefits.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  5 SOURCE OF PAYMENTS; NATURE OF INTEREST.

  	
   

  
	
  5.1.

  	
  Establishment of Trust.

  	
   

  
	
  5.2.

  	
  Source of Payments.

  	
   

  
	
  5.3.

  	
  Status of Plan.

  	
   

  
	
  5.4.

  	
  Non-assignability of
  Benefits.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  6 ADMINISTRATION.

  	
   

  
	
  6.1.

  	
  Administrator.

  	
   

  
	
  6.2.

  	
  Plan Rules.

  	
   

  
	
  6.3.

  	
  Administrator’s Discretion.

  	
   

  
	
  6.4.

  	
  Specialist’s Assistance.

  	
   

  
	
  6.5.

  	
  Indemnification.

  	
   

  
	
  6.6.

  	
  Benefit Claim Procedure.

  	
   

  
	
  6.7.

  	
  Disputes.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  7 MISCELLANEOUS.

  	
   

  
	
  7.1.

  	
  Amendment and Termination.

  	
   

  
	
  7.2.

  	
  Withholding and Offsets.

  	
   

  
	
  7.3.

  	
  Other Benefits.

  	
   

  



 


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  7.4.

  	
  No Employment Rights
  Created.

  	
   

  
	
  7.5.

  	
  Successors.

  	
   

  
	
  7.6.

  	
  Nature of Company Action.

  	
   

  
	
  7.7.

  	
  Delegation by
  Chief Executive Officer.

  	
   

  
	
  7.8.

  	
  Waiver.

  	
   

  
	
  7.9.

  	
  Effect
  of Plan Benefits on Other Severance Plans.

  	
   

  
	
  7.10.

  	
  Related Plans.

  	
   

  
	
  7.11.

  	
  Survival.

  	
   

  



 


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JOSTENS,
INC.


EXECUTIVE
SEVERANCE PAY PLAN (2003 REVISION)


 


ARTICLE 1.


 


INTRODUCTION


1.1.                              Plan Name.


 


The
name of the Plan is the “Jostens, Inc. Executive Severance Pay Plan (2003
Revision).”


 


1.2.                              Plan Type.


 


The Plan is an unfunded plan maintained by the Company
primarily for the purpose of providing benefits for a select group of
management or highly compensated employees. 
The Plan is also intended to be unfunded for tax purposes.  The Plan will be construed in a manner that
gives effect to such intent.


 


1.3.                              Plan Purpose.


 


The purpose of the Plan is to provide severance
benefits to Eligible Employees who experience a Qualifying Termination.


 


1.4.                              Plan Background.


 


The Plan is an amendment and restatement of the
Jostens, Inc. Executive Severance Pay Plan as originally adopted effective July
1, 1999.


 


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ARTICLE 2.


 


CONSTRUCTION,
INTERPRETATIONS AND DEFINITIONS


 


2.1.                              Governing Law.


 


To the extent that state law is not preempted by
provisions of ERISA or any other laws of the United States, all questions
pertaining to the construction, validity, effect and enforcement of this Plan
will be determined in accordance with the internal, substantive laws of the
State of Minnesota, without regard to the conflict of laws principles of the
State of Minnesota or of any other jurisdiction.


 


2.2.                              Headings.


 


The headings of articles and sections are included
solely for convenience.  If there is a
conflict between a heading and the text of the Plan, the text will control.


 


2.3.                              Number and Gender.


 


Whenever appropriate, the singular number may be read
as the plural, the plural may be read as the singular and a reference to one
gender may be read as a reference to the other.


 


2.4.                              Officers.


 


Any reference in this Plan to a particular officer of
the Company also refers to the functional equivalent of such officer if the
title or responsibilities of that office change.


 


2.5.                              Definitions.


 


The definitions set forth in this Section 2.5 apply in construing the
Plan unless the context otherwise indicates.


 


Administrator.  The “Administrator” of the Plan is the
Compensation Committee of the Board or the person to whom administrative
responsibilities are delegated pursuant to Section 6.1, as the context
requires.


 


Affiliate.  An “Affiliate” is:


 


(a)                                  any
corporation at least a majority of whose outstanding securities ordinarily
having the right to vote at elections of directors is owned directly or
indirectly by the Company; or


 


(b)                                 any
other form of business entity in which the Company, by virtue of a direct or
indirect ownership interest, has the right to elect a majority of the members
of such entity’s governing body.


 


Base Pay.  The “Base Pay” of an Eligible Employee is
his or her monthly base salary from the Company at the rate in effect
immediately before his or her Termination Date.  Base Pay includes only regular cash salary and is determined
before any reduction or deduction of any kind.


 


Board.  The “Board” is the board of directors of the
Company.  When the Plan provides for an
action to be taken by the Board, the action may be taken by any committee or
individual authorized to take such action pursuant to a proper delegation by
the board of directors of the Company.


 


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Code.  The “Code” is the Internal Revenue Code of 1986, as amended, any
successor provisions thereto, any regulations promulgated thereunder, and any
other binding pronouncements of any agency of the federal government that has
jurisdiction with respect thereto.


 


Company.  The “Company” is Jostens, Inc., and any Successor.


 


Continuation Period.  The “Continuation Period” with respect to an
Eligible Employee who has experienced a Qualifying Termination is the period
that begins on the Eligible Employee’s Termination Date and ends on the last
day of the


 


(a)                                  thirtieth
month that begins after the Eligible Employee’s Termination Date if,
immediately prior to the Termination Date, the Eligible Employee was the Chief
Executive Officer of the Company, or


 


(b)                                 eighteenth
month that begins after the Eligible Employee’s Termination Date if,
immediately prior to the Termination Date, the Eligible Employee was a member
of the Company’s Executive Team as selected by the Board, or


 


(c)                                  twelfth
month that begins after the Eligible Employee’s Termination Date if,
immediately prior to the Termination Date, the Eligible Employee was the
Company’s Treasurer, or


 


(d)                                 ninth
month that begins after the Eligible Employee’s Termination Date in the case of
any other Eligible Employee.


 


Effective Date.  The “Effective Date” of this restated Plan
is January    , 2003.


 


Eligible Employee.


 


(a)                                  An
“Eligible Employee” is an individual who, immediately prior to his or her
Termination Date, is (i) employed by the Company as either (1) the chief
executive officer of the Company elected by the Board, (2) a member of the
Executive Team, (3) the Treasurer of the Company, or (4) a management or highly
compensated employee, as determined by the Company’s Chief Executive Officer,
selected as an Eligible Employee by the Company’s Chief Executive Officer and
(ii) not a party to a separate written agreement with the Company which
provides for severance benefits, unless the agreement expressly provides that
such severance benefits are in addition to the benefits provided pursuant to
the Plan.  An individual will become an
Eligible Employee pursuant to clause (i)(4) only if he or she receives a
written notice signed by the Company’s Chief Executive Officer indicating that
the individual has been selected as an Eligible Employee for purposes of the
Plan, effective as of the date specified in the written notice.


 


(b)                                 In
the case of an individual who is selected as an Eligible Employee pursuant to
Subsection (a)(i)(4), the Company’s Chief Executive Officer may at any time
prior to the individual’s Termination Date, but not thereafter, determine that
the individual is no longer an Eligible Employee, in which case the individual
will not have any rights arising under or in connection with the Plan on and
after the date of the Chief Executive Officer’s determination or, if later, the
effective date of the determination.


 


(c)                                  For
purposes of those provisions of the Plan relating to the period after his or
her Termination Date, an Eligible Employee who has a Qualifying Termination
will continue


 


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to be an Eligible
Employee until he or she ceases to be entitled to benefits under the Plan in
connection with the Qualifying Termination.


 


ERISA.  “ERISA” is the Employee Retirement Income
Security Act of 1974, as amended.  Any
reference to a specific provision of ERISA includes a reference to such
provision as it may be amended from time to time and to any successor
provision.


 


Executive Team.  The “Executive Team” is the group of
officers of the Company who are elected by the Board and designated to report
directly to the Chief Executive Officer of the Company.


 


Other Arrangement.  An “Other Arrangement” is an
employee benefit plan or other plan, policy or practice of the Company or any
other agreement between the Eligible Employee and the Company, other than the
Plan.


 


Plan.   The “Plan” is the Jostens, Inc. Executive
Severance Pay Plan (2003 Revision), as amended from time to time.


 


Qualifying Termination.


 


(a)                                  Subject
to Subsection (b), a “Qualifying Termination” with respect to an Eligible
Employee is a complete termination of his or her employment relationship with
the Company and all Affiliates on or after the Effective Date:


 


(i)                                     by
the Company for any reason other than the Eligible Employee’s poor or
unsatisfactory job performance or misconduct;


 


(ii)                                  by
the Eligible Employee due to:


 


(1)                                  a
material reduction in the Eligible Employee’s title(s), status, position(s),
authority, duties or responsibilities as an executive of the Company other than
such a reduction caused by an insubstantial and inadvertent action that is
remedied by the Company promptly after the Chief Executive Officer of the
Company (or the Chair of the Compensation Committee of the Board if the
Eligible Employee in question is the Chief Executive Officer of the Company)
becomes aware of the reduction;


 


(2)                                  a
reduction by the Company in the Eligible Employee’s Base Pay, or an adverse
change in the form or timing of the payment thereof; or


 


(3)                                  the
Company’s requiring the Eligible Employee to be based more than 30 miles from
where his or her office is located immediately prior to the change, except for
required travel on the Company’s business; or


 


(4)                                  the
failure of the Company to obtain from any Successor the assent to this Plan
contemplated by Section 7.5.


 


(b)                                 An
Eligible Employee will not be considered to have experienced a Qualifying
Termination if:


 


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(i)                                     the
Eligible Employee dies, resigns, retires or otherwise voluntarily terminates
employment under any circumstance not described in Subsection (a)(ii);


 


(ii)                                  the
Eligible Employee accepts another position with the Company;


 


(iii)                               in
connection with the sale, transfer or other disposition by the Company of some
or all of its assets, the Eligible Employee becomes an employee of the acquirer
or an entity that controls, is controlled by or is under common control with
the acquirer; or


 


(iv)                              in
connection with the sale, transfer or other disposition by the Company of some
or all of its interest in an Affiliate pursuant to which the entity ceases to
be an Affiliate, the Eligible Employee becomes an employee of the former
Affiliate or an entity that controls, is controlled by or is under common
control with the former Affiliate or any successor to the former Affiliate.


 


(c)                                  An
Eligible Employee’s continued employment does not constitute consent to, or
waiver of any rights arising in connection with, any circumstance in Subsection
(a)(ii).


 


Release.  A “Release” is a written instrument, in form
prescribed by the Company and signed by the Eligible Employee, under which the
Eligible Employee releases the Company, each Affiliate and their respective
predecessors and successors, and the directors, officers, employees and agents
of each of them, from any and all claims the Eligible Employee may have against
any of them by reason of his or her employment or the termination of such
employment.  The Release will waive all
claims the Eligible Employee may have under the Age Discrimination in
Employment Act, the Older Workers Benefit Protection Act, the Americans with
Disabilities Act, the Employee Retirement Income Security Act of 1974, and such
other statutes and rules of law as the Company may deem advisable.


 


Successor.  A “Successor” is any entity that succeeds
to, or has the practical ability to control (either immediately or solely with
the passage of time), the Company’s business directly, by merger, consolidation
or other form of business combination, or indirectly, by purchase of the
Company’s outstanding securities ordinarily having the right to vote at the
election of directors, all or substantially all of its assets or otherwise.


 


Termination Date.  The “Termination Date” of an Eligible
Employee is his or her last day of employment in connection with a Qualifying
Termination, without regard to any payments or benefits provided pursuant to
the Plan.


 


Trust.  The “Trust” is the trust or
trusts, if any, established by the Company pursuant to Section 5.1.


 


Trustee.  The “Trustee” is the one or more
banks or trust companies that at the relevant time has or have been appointed
by the Company to act as Trustee of the Trust.


 


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ARTICLE 3.


 


ELIGIBILITY
FOR BENEFITS


 


3.1.                              Eligibility Requirements.


 


An Eligible Employee is entitled to the benefits
provided in Article 4 upon his or her Qualifying Termination only if he or
she signs and delivers to the Company a Release and does not rescind the
Release within any applicable rescission period.  The Company may, on a case-by-case basis, elect not to require a
Release.  Any such election by the Company
with respect to a particular Eligible Employee applies only to that Eligible
Employee and does not in any way limit the Company’s right to require any other
Eligible Employee to provide the Release.


 


3.2.                              Other Special Benefits.


 


The Company may (a) provide severance benefits to
any Eligible Employee who is not otherwise entitled to such benefits and
(b) provide severance benefits in excess of the amount provided by the
Plan to any Eligible Employee who is entitled to benefits under the Plan.  In either case, the amount and type of such
benefits must be set forth in a written instrument signed on behalf of the
Company by its Chief Executive Officer (or the Chair of the Compensation
Committee of the Board if the Eligible Employee in question is the Company’s
Chief Executive Officer) but will be deemed to be provided pursuant to the
Plan.  Any special benefit provided to
an Eligible Employee pursuant to this Section 3.2 applies only to that Eligible
Employee and does not in any way obligate the Company to provide any special
benefit to any other Eligible Employee.


 


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ARTICLE 4.


 


BENEFITS


 


4.1.                              Compensation and Benefits Through
Termination Date.


 


An Eligible Employee who has a Qualifying Termination
will continue to receive his or her compensation, continue to be eligible for
perquisites for which he or she is otherwise eligible and continue to
participate in Company benefit plans, programs and arrangements in accordance
with their terms through his or her Termination Date.  As of the Termination Date, the Eligible Employee will cease to
earn any additional compensation, cease to be eligible for perquisites and
cease to participate in Company benefit plans, programs and arrangements except
as otherwise provided by the terms of such plans, programs and arrangements
with respect to former employees.


 


4.2.                              Cash Payment.


 


(a)                                  Subject
to Sections 4.5 and 7.3(b), an Eligible Employee who has a Qualifying
Termination and who satisfies the eligibility requirements described in Section
3.1 will receive a cash payment in an amount equal to the sum of


 


(i)                                     the
Eligible Employee’s monthly Base Pay multiplied by


 


(1)                                  30
if, immediately prior to his or her Termination Date, the Eligible Employee was
the Chief Executive Officer of the Company, or


 


(2)                                  18
if, immediately prior to his or her Termination Date, the Eligible Employee was
a member of the Company’s Executive Team, or


 


(3)                                  12
if, immediately prior to his or her Termination Date, the Eligible Employee was
the Company’s Treasurer, or


 


(4)                                  9
in the case of any other Eligible Employee; plus


 


(ii)                                  if,
and only if, the Eligible Employee’s Termination Date is after the end of the
fourth month of the Company’s fiscal year that includes the Termination Date,
the annual incentive award, if any, that the Eligible Employee would have
earned for the Company’s fiscal year that includes the Termination Date had he
or she remained employed through the last day of the fiscal year, based on his
or her base salary at the annual rate in effect immediately prior to his or her
Termination Date, multiplied by a fraction, the numerator of which is the
number of calendar months that have commenced during the fiscal year on or
before the Termination Date and the denominator of which is 12.  The payment pursuant to this clause is in
lieu of any cash bonus payment to which the Eligible Employee may otherwise be
entitled under the management incentive plan or any other annual bonus plan
maintained by the Company or an Affiliate for the period that includes the
Termination Date;


 


(b)                                 The
amount determined under Subsection (a)(i) will be paid in periodic payments
made on the same basis as the Eligible Employee’s Base Pay and the amount
determined pursuant to Subsection (a)(ii) will be paid on the date on which the
annual incentive award would have been paid had the Eligible Employee remained
an Eligible Employee,


 


7

















 


subject to the Company’s retained right to at any time
cause any remaining payments to be paid in a single lump sum payment; provided,
that in no case will payments be made before the end of any rescission period
arising under applicable law or Plan rule in connection with the Eligible
Employee’s Release.  As a condition to
making a lump sum payment to an Eligible Employee, the Company may require the
Eligible Employee to enter into a written agreement, in form specified by the
Company, pursuant to which the Eligible Employee is required to repay to the
Company any portion of the payment that he or she was not entitled to receive
or is not entitled to retain.


 


(c)                                  The
cash payments pursuant to Subsection (a) are allocable to the Release and the
covenants in Section 4.5(d) as follows:


 


(i)                                     30%
of the cash payments is allocable to the Release; and


 


(ii)                                  70%
of the cash payments is allocable to the covenants in Section 4.5(d).


 


4.3.                              COBRA Premiums.


 


(a)                                  Subject
to Sections 4.5 and 7.3(b), if an Eligible Employee has a Qualifying
Termination and satisfies the eligibility requirements described in Section
3.1, then, through the end of the Eligible Employee’s Continuation Period or,
if earlier, through the last day of the Eligible Employee’s continuation
coverage pursuant to Code Section 4980B and Part 6 of Subtitle B of Title I of
ERISA or in the case of group life insurance, comparable provisions of
applicable state law (“COBRA”), the Company will reimburse the Eligible
Employee for a portion of his or her COBRA premiums under the Company’s group
medical, dental, vision and life plans. 
The amount of the reimbursement pursuant to this section for any period
is an amount which, prior to any income or other taxes applicable to the
reimbursement, equals the amount by which the COBRA premium for the period
exceeds the premium paid for the period for the coverage in question by
similarly situated active employees of the Company.  In order to receive reimbursements pursuant to this section, an
Eligible Employee must comply with any reimbursement policies and procedures specified
by the Company.


 


(b)                                 To
the extent an Eligible Employee incurs a tax liability (including federal,
state and local taxes and any interest and penalties with respect thereto) in
connection with a benefit provided pursuant to Subsection (a) which he or she
would not have incurred had he or she been an active employee of the Company
participating in the Company’s benefit plans, the Company will make a payment
to the Eligible Employee in an amount equal to such tax liability plus an
additional amount sufficient to permit the Eligible Employee to retain a net
amount after all taxes (including penalties and interest) equal to the initial
tax liability in connection with the benefit. 
For purposes of applying the foregoing, an Eligible Employee’s tax rate will
be deemed to be the highest statutory marginal state and federal tax rate (on a
combined basis) then in effect.  The
payment pursuant to this subsection will be made within ten business days after
the Eligible Employee’s remittal of a written request therefor accompanied by a
statement indicating the basis for an amount of the liability.


 


4.4.                              Continuation of Perquisites.


 


Subject to Sections 4.5 and 7.3(b), if an Eligible
Employee has a Qualifying Termination and satisfies the eligibility
requirements described in Section 3.1, then, through the end of the Eligible


 


8

















 


Employee’s Continuation Period, the Company will provide the Eligible
Employee with the same perquisites he or she was entitled to receive
immediately prior to his or her Termination Date, subject to any reductions
applicable to similarly situated active employees of the Company.


 


4.5.                              Limitation on Benefits.


 


(a)                                  If,
during an Eligible Employee’s Continuation Period, the Eligible Employee again
becomes an employee of the Company or any Affiliate, the Eligible Employee will
not be entitled to any further benefits pursuant to the Plan.  If the Eligible Employee subsequently has
another Qualifying Termination and is eligible to receive benefits pursuant to
the Plan in connection with the Qualifying Termination, the amount of the
benefit will be reduced by the amount or value of any benefits he or she
received pursuant to the Plan in connection with any previous Qualifying
Termination.  The Administrator will
determine how the reduction will be made.


 


(b)                                 If,
during an Eligible Employee’s Continuation Period, the Eligible Employee
performs any services for which he or she receives, directly or indirectly,
remuneration as an employee, consultant, sole proprietor, partner, member,
owner or otherwise, other than the services provided as an employee of the
Company or an Affiliate, then: (i) the amount of his or her cash payment
pursuant to Section 4.2(a)(i) for any period will be reduced by the rate of his
or her base salary or the equivalent of base salary, as determined by the
Administrator, for the period; (ii) the Eligible Employee will continue to be
entitled to receive the amount, if any, described in Section 4.2(a)(ii) and
(iii) reimbursements pursuant to Section 4.3 and perquisites pursuant to
Section 4.4 will immediately cease.  The
Eligible Employee must promptly notify the Administrator of any such subsequent
services, the rate of his or her base salary or remuneration and any changes in
the rate of his or her base salary or remuneration.


 


(c)                                  If
the Company notifies the Administrator that an Eligible Employee who has had a
Qualifying Termination and would otherwise be entitled to receive benefits in
connection with the Qualifying Termination is either competing with the Company
or disclosing confidential information -


 


(i)                                     The
Administrator will temporarily suspend any payments pursuant to Section 4.2
allocable to the covenants in this section pursuant to Section 4.2(c)(ii) and
all reimbursements pursuant to Section 4.3 and perquisites pursuant to Section
4.4 to which the Eligible Employee would otherwise be entitled pursuant to the
Plan.  The Administrator will promptly
inform the Eligible Employee of the suspension and provide the Eligible Employee
with a reasonable opportunity to establish to the Administrator’s reasonable
satisfaction that he or she is not competing with the Company or disclosing
confidential information.  The
Administrator may, but is not required to, seek additional information from the
Company, the Eligible Employee or any other person.  Within a reasonable period of time after the Administrator
receives a response from the Eligible Employee, the Administrator will make a
final determination as to whether the Participant is competing with the Company
or disclosing confidential information based on the information then available
to the Administrator and will communicate the final determination to the
Eligible Employee and the Company.


 


(ii)                                  If
the Administrator’s final determination is that the Eligible Employee is not
competing with the Company or disclosing confidential information, the


 


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Administrator will lift the suspension on benefits and
the Company will promptly provide any benefit that would have been provided
during the suspension period but for the suspension, with no adjustment for
lost interest or earnings.  Thereafter,
any remaining benefits will be provided as if the suspension had not occurred.


 


(iii)                               If
the Administrator’s final determination is that the Eligible Employee is
competing with the Company or disclosing confidential information, then the
Eligible Employee is not entitled to any further payments pursuant to Section
4.2 allocable to the covenants in this section pursuant to Section 4.2(c)(ii)
or any further reimbursements pursuant to Section 4.3 or perquisites pursuant
to Section 4.4 or to retain any prior payments pursuant to Section 4.2
allocable to the covenants in this section pursuant to Section 4.2(c)(ii) or
reimbursements previously provided pursuant to Section 4.3 or perquisites (or
the value of perquisites) previously provided pursuant to Section 4.4.


 


(iv)                              For
purposes of applying this Subsection (c) -


 


(1)                                  An
Eligible Employee will be deemed to be competing with the Company if the Administrator
determines that the Eligible Employee, directly or indirectly, alone or as a
partner, officer, director, shareholder, sole proprietor, employee or
consultant of any other firm or entity (A) has engaged, is engaging or intends
to engage in any commercial activity in competition with any part of the
business of the Company or any Affiliate as conducted at the time in question
or (B) has solicited or interfered, is soliciting or interfering or intends to
solicit or interfere with the relationship of the Company or any Affiliate with
any customers, suppliers, employees or sales representatives of the Company or
any Affiliate.  For purposes of applying
the foregoing, “shareholder” does not include beneficial ownership of less than
one percent of the combined voting power of all issued and outstanding voting
securities of a publicly held corporation the stock of which is traded on a
major stock exchange or quoted on NASDAQ.


 


(2)                                  An
Eligible Employee will be deemed to be disclosing confidential information if
the Administrator determines that the Eligible Employee has disclosed, is
disclosing or intends to disclose any confidential information.  Confidential information means any
information relating to the business or affairs of the Company or any Affiliate,
including but not limited to information relating to financial statements,
customer identities, potential customers, employees, sales representatives,
suppliers, servicing methods, equipment, programs, strategies and information,
analyses, profit margins or other proprietary information used by the Company
or Affiliate; provided, however, that confidential information does not include
any information which is in the public domain or becomes known in the industry
through no wrongful act on the part of an Eligible Employee.


 


(d)                                 If
an Eligible Employee’s Release is at any time determined to be partially or
wholly unenforceable or ineffective in any respect for any reason, then the
Eligible Employee is not entitled to any further payments pursuant to Section
4.2 allocable to the Release


 


10

















 


pursuant
to Section 4.2(c)(i) or any further reimbursements pursuant to Section 4.3 or
perquisites pursuant to Section 4.4 or to retain any prior payments pursuant to
Section 4.2 allocable to the Release pursuant to Section 4.2(c)(i) or
reimbursements previously provided pursuant to Section 4.3 or perquisites (or
the value of perquisites) previously provided pursuant to Section 4.4.


 


11

















 


ARTICLE 5.


 


SOURCE
OF PAYMENTS; NATURE OF INTEREST


 


5.1.                              Establishment of Trust.


 


The Company may establish a Trust.  The Trust must (a) be a grantor trust with
respect to which the Company is treated as grantor for purposes of Code Section
677, (b) not cause the Plan to be funded for purposes of Title I of ERISA and
(c) provide that Trust assets will, upon the insolvency of the Company, be used
to satisfy claims of the Company’s general creditors.  The Company may from time to time transfer to the Trust cash,
marketable securities or other property acceptable to the Trustee.


 


5.2.                              Source of Payments.


 


The Trustee will make payments from the Trust in
satisfaction of the Company’s obligations under the Plan in accordance with the
terms of the Trust.  The Company is
responsible for paying any benefits that are not paid from the Trust.


 


5.3.                              Status of Plan.


 


Nothing contained in the Plan or Trust is to be
construed as providing for assets to be held for the benefit of any Eligible
Employee, the Eligible Employee’s only interest under the Plan being the right
to receive the benefits as provided in the Plan.  The Trust is established only for the convenience of the Company
and no Eligible Employee has any interest in the assets of the Trust.  To the extent an Eligible Employee acquires
a right to receive benefits under the Plan, such right is no greater than the
right of any unsecured general creditor of the Company.


 


5.4.                              Non-assignability of Benefits.


 


The benefits payable under the Plan and the right to
receive future benefits under the Plan may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered or subjected to any charge or legal
process.


 


12

















 


ARTICLE 6.


 


ADMINISTRATION


 


6.1.                              Administrator.


 


Except as otherwise expressly provided in the Plan,
the general administration of the Plan and the duty to carry out its provisions
is vested in the Compensation Committee of the Board.  The Compensation Committee of the Board may delegate such duty or
any portion thereof to any person and may from time to time revoke such
authority and delegate it to another person. 
Any such delegation to any employee or officer of the Company will
automatically terminate when he or she ceases to be an employee or
officer.  No person may act as the
Administrator in connection with any decision that directly affects his or her
own benefit under the Plan.


 


6.2.                              Plan Rules.


 


The Administrator has the discretionary power and
authority to make such rules as the Administrator determines to be consistent
with the terms, and necessary or advisable in connection with the
administration, of the Plan and to modify or rescind any such rules.  A rule includes any rule, policy, procedure
or practice adopted by the Administrator.


 


6.3.                              Administrator’s Discretion.


 


The Administrator has the discretionary power and
authority to make all determinations necessary for administration of the Plan,
except those determinations that the Plan requires others to make, and to
construe, interpret, apply and enforce the provisions of the Plan and Plan
rules whenever necessary to carry out its intent and purpose and to facilitate
its administration, including, without limitation, the discretionary power and
authority to remedy ambiguities, inconsistencies, omissions and erroneous
benefit calculations.  In the exercise
of its discretionary power and authority, the Administrator will treat all
persons determined by the Administrator to be similarly situated in a uniform
manner.  All acts and decisions of the
Administrator made in good faith are binding on all interested persons.


 


6.4.                              Specialist’s Assistance.


 


The Administrator may retain such actuarial,
accounting, legal, clerical and other services as may reasonably be required in
the administration of the Plan, and may pay reasonable compensation for such
services.  All costs of administering
the Plan will be paid by the Company.


 


6.5.                              Indemnification.


 


The Company will indemnify and hold harmless, to the
extent permitted by law, each director, officer and employee of the Company
against any and all liabilities, losses, costs and expenses (including legal
fees) of every kind and nature that may be imposed on, incurred by or asserted
against such person at any time by reason of such person’s services in
connection with the Plan, but only if such person did not act dishonestly or in
bad faith or in willful violation of the law or regulation under which such
liability, loss, cost or expense arises. 
The Company has the right, but not the obligation, to select counsel and
control the defense and settlement of any action for which a person may be
entitled to indemnification under this provision.


 


13

















 


6.6.                              Benefit Claim Procedure.


 


(a)                                  Any
claim by an individual of entitlement to benefits under the Plan in connection
with a particular termination of employment must be filed in writing with the
Administrator not later than 60 days after the individual’s termination of
employment.  Any objection by an Eligible
Employee to any benefit or action under the Plan must be filed in writing with
the Administrator not later than 60 days after the Eligible Employee first
receives the objectionable benefit or first knows or should have known of the
objectionable action.


 


(b)                                 The
Administrator, not later than 90 days after receipt of such claim, will render
a written decision to the claimant on the claim.  If the claim is denied, in whole or in part, such decision will
include the reason or reasons for the denial; a reference to the Plan
provisions on which the denial is based; a description of any additional
material or information, if any, necessary for the claimant to perfect his or
her claim; an explanation as to why such information or material is necessary;
and an explanation of the Plan’s claim procedure.


 


(c)                                  The
claimant may file with the Administrator, not later than 60 days after
receiving the Administrator’s written decision, a written notice of request for
review of the Administrator’s decision, and the claimant or his or her
representative may thereafter review relevant Plan documents which relate to
the claim and may submit written comments to the Administrator.


 


(d)                                 Not
later than 60 days after receipt of such review request, the Administrator will
render a written decision on the claim, which decision will include the
specific reasons for the decision, including a reference to the Plan’s specific
provisions where appropriate.


 


(e)                                  The
foregoing 90 and 60-day periods during which the Administrator must respond to
the claimant may be extended by up to an additional 90 or 60 days,
respectively, if special circumstances beyond the Administrator’s control so
require and notice of such extension is given to the claimant prior to the
expiration of such initial 90 or 60-day period, as the case may be.


 


(f)                                    An
individual must exhaust the procedure described in this section before making
any claim of entitlement to benefits pursuant to the Plan in an arbitration
pursuant to Section 6.7.  If an
individual is barred from pursuing a claim pursuant to this section by reason
of the lapse of time or otherwise, he or she is not entitled to commence an
arbitration pursuant to Section 6.7 and he or she no longer has any rights to
pursue the claim in any proceeding.


 


6.7.                              Disputes.


 


Any controversy or claim arising out of or relating to
a claim for benefits payable pursuant to the Plan will be settled exclusively
by arbitration in accordance with the Employee Benefit Plan Claims Arbitration
Rules of the American Arbitration Association, incorporated by reference
herein.  The decision of the arbitrator
will be final and binding and judgment on the award may be entered in any court
having jurisdiction.  The arbitration
must be commenced within 180 days after the date of the Administrator’s final
determination pursuant to Section 6.6(d).


 


14

















 


ARTICLE 7.


 


MISCELLANEOUS


 


7.1.                              Amendment and Termination.


 


(a)                                  The
Company reserves the right to amend or terminate the Plan at any time.  To be effective an amendment must be stated
in a written instrument approved in advance or ratified by the Board and
executed in the name of the Company by two officers.  Notwithstanding the foregoing, a Successor may not terminate the
Plan or amend the Plan to significantly reduce the benefits payable under the
Plan within the two year period beginning on the date it became a Successor.


 


(b)                                 An
instrument amending or terminating the Plan is binding on all interested
persons as of the later of the date on which the instrument is adopted and the
date on which the instrument is effective.


 


(c)                                  No
person has any right to benefits under the Plan until he or she incurs a
Qualifying Termination as an Eligible Employee and is otherwise entitled to
benefits pursuant to Section 3.1.  An
Eligible Employee’s right to benefits under the Plan, if any, will be
determined solely under the provisions of the Plan in effect on his or her
Termination Date and such terms may be changed or the Plan may be terminated at
any time and to any extent before then.


 


(d)                                 The
Company may, at any time, prospectively change the form of the Release or any
other instrument or agreement used in connection with the Plan and no such
change is a Plan amendment.


 


7.2.                              Withholding and Offsets.


 


The Company and the Trustee retain the right to
withhold from any compensation or benefit payment pursuant to the Plan any and
all income, employment, excise and other tax as the Company or Trustee
determines, in its sole discretion, is necessary or advisable in connection
with any benefits earned or paid pursuant to the Plan and the Company may
offset against amounts otherwise then distributable to any person under the
Plan any amounts then owing to the Company or any Affiliate by such persons.


 


7.3.                              Other Benefits.


 


(a)                                  No
amounts paid pursuant to the Plan constitute salary or compensation for the
purpose of computing benefits under any other benefit plan, practice, policy or
procedure of the Company unless otherwise expressly provided thereunder.


 


(b)                                 If
an Eligible Employee is entitled to benefits under the Jostens, Inc. Executive
Change in Control Severance Pay Plan in connection with his or her termination
of employment, the Eligible Employee is not entitled to receive any benefits
under this Plan in connection with such termination of employment.


 


7.4.                              No Employment Rights Created.


 


Neither the establishment of or participation in the
Plan gives any employee a right to continued employment or limits the right of
the Company to discharge, transfer, demote or modify the terms and


 


15

















 


conditions of employment or otherwise deal with any employee without
regard to the effect such action might have on him or her with respect to the
Plan.


 


7.5.                              Successors.


 


Except as otherwise expressly provided in the Plan,
all obligations of the Company under the Plan are binding on any Successor to
the Company whether the existence of such Successor is the result of a direct
or indirect purchase, merger, consolidation or otherwise of all or
substantially all of the business and/or assets of the Company.  The Company will require any Successor to
expressly assume and agree to perform the obligations of this Plan in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.


 


7.6.                              Nature of Company Action.


 


The decisions of the Company or any officer of the
Company on the Company’s behalf pursuant to the Plan (other than those
decisions which the Plan requires to be made by the Administrator when the
Company is acting in that capacity) will be made in the Company’s own interest
and the Company is not required to consider the interest of an Eligible
Employee, it being intended that any such decision will be made by the Company
in its settlor capacity rather than in a fiduciary capacity.


 


7.7.                              Delegation by Chief Executive
Officer.


 


When the Plan provides for an action to be taken by
the Company’s Chief Executive Officer, the action may be taken by any
individual authorized to take such action pursuant to a written delegation
signed in advance of the action by the Company’s Chief Executive Officer.  The Company’s Chief Executive Officer may
revoke any such delegation at any time and any such delegation to an employee
or officer of the Company will automatically terminate when he or she ceases to
be an employee or officer.  In no event
may an individual to whom a delegation has been made pursuant to this section
take any action that directly affects his or her own benefit under the Plan.


 


7.8.                              Waiver.


 


No waiver by the Company of any breach of any
obligation of an Eligible Employee arising under or in connection with the Plan
or of any condition or requirement which may be imposed on an Eligible Employee
under or in connection with the Plan constitutes a waiver of similar or
dissimilar obligations, conditions or requirements at the same time or at any
prior or subsequent time with respect to the Eligible Employee or any other
Eligible Employee.


 


7.9.                              Effect of Plan Benefits on Other Severance
Plans.


 


An Eligible Employee who receives any payment under
the terms of this Plan will not be eligible to receive benefits under any other
severance pay plan sponsored or maintained by the Company.


 


7.10.                        Related Plans.


 


To the extent that any provision of any Other
Arrangement limits, qualifies or is inconsistent with any provision of this
Plan, then for purposes of this Plan, while such Other Arrangement remains in
force, the provision of this Plan will control and such provision of such Other
Arrangement will be deemed to have been superseded, and to be of no force or
effect, as if such Other Arrangement had been formally amended to the extent
necessary to accomplish such purpose. 
Nothing in this Plan prevents or limits an Eligible Employee’s continuing
or future participation in any Other Arrangement, and nothing in this Plan


 


16

















 


limits or otherwise affects the rights Eligible Employees may have
under any Other Arrangement.  Amounts
which are vested benefits or which Eligible Employees are otherwise entitled to
receive under any Other Arrangement at or subsequent to the Date of Termination
will be payable in accordance with such Other Arrangement.


 


7.11.                        Survival.


 


The respective obligations of, and benefits afforded
to, the Company and the Eligible Employees which by their express terms or
clear intent survive termination of an Eligible Employee’s employment with the
Company or termination of this Plan, as the case may be, will remain in full force
and effect according to their terms notwithstanding the termination of an
Eligible Employee’s employment with the Company or termination of this Plan, as
the case may be.


 


17

















 


JOSTENS,
INC.


EXECUTIVE
SEVERANCE PAY PLAN


 


Declaration of Amendment


 


Pursuant to the retained power of amendment contained
in Section 7.1 of the “Jostens, Inc. Executive Severance Pay Plan,” the
undersigned hereby amends the Plan by way of restatement in the manner set
forth in the instrument entitled “Jostens, Inc. Executive Severance Pay Plan –
2003 Revision” attached hereto.


 


The foregoing amendment is effective as of February
26, 2003.


 


IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed by its duly authorized officers this 22nd
day of April 2003.


 


	
   

  	
  JOSTENS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  	
  /s/  Paula R.
  Johnson

  	
   

  	
  By:

  	
   

  	
  /s/  Steven
  A. Tighe

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Paula R. Johnson

  	
   

  	
  Steven A. Tighe

  
	
   

  	
  Secretary

  	
   

  	
  Vice-President – Human Resouces

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  
	
   

  
	
  Attest:

  	
   

  	
  /s/  Paula R.
  Johnson

  	
   

  	
  By:

  	
   

  	
  /s/  Robert
  C. Buhrmaster

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Paula R. Johnson

  	
   

  	
  Robert C. Buhrmaster

  
	
   

  	
  Secretary

  	
   

  	
  Chairman of the Board and Chief

  Executive Officer