**Exhibit10.9**

 

**JOSTENS,INC.**

**EXECUTIVESEVERANCE PAY PLAN**

**(2003 REVISION)**

 

 

As AdoptedEffective February 26, 2003

 

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**JOSTENS,INC.**

**EXECUTIVESEVERANCE PAY PLAN (2003 REVISION)**

 

**TABLEOF 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.**

**EXECUTIVESEVERANCE PAY PLAN (2003 REVISION)**

 

# **ARTICLE 1.**

 

**INTRODUCTION**

## **1.1.**                              Plan Name.

 

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

 

## **1.2.**                              Plan Type.

## ** **

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

 

## **1.3.**                              Plan Purpose.

## ** **

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

 

## **1.4.**                              Plan Background.

## ** **

The Plan is an amendment and restatement of theJostens, Inc. Executive Severance Pay Plan as originally adopted effective July1, 1999.

 

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# **ARTICLE 2.**

# ** **

**CONSTRUCTION,INTERPRETATIONS AND DEFINITIONS**

** **

## **2.1.**                              Governing Law.

## ** **

To the extent that state law is not preempted byprovisions of ERISA or any other laws of the United States, all questionspertaining to the construction, validity, effect and enforcement of this Planwill be determined in accordance with the internal, substantive laws of theState of Minnesota, without regard to the conflict of laws principles of theState of Minnesota or of any other jurisdiction.

 

## **2.2.**                              Headings.

## ** **

The headings of articles and sections are includedsolely for convenience.  If there is aconflict 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 readas the plural, the plural may be read as the singular and a reference to onegender may be read as a reference to the other.

 

## **2.4.**                              Officers.

## ** **

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

 

## **2.5.**                              Definitions.

## ** **

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

 

*Administrator.*  The “Administrator” of the Plan is theCompensation Committee of the Board or the person to whom administrativeresponsibilities are delegated pursuant to Section 6.1, as the contextrequires.

 

*Affiliate.*** **An “Affiliate” is:

 

### (a)                                  anycorporation at least a majority of whose outstanding securities ordinarilyhaving the right to vote at elections of directors is owned directly orindirectly by the Company; or

###  

### (b)                                 anyother form of business entity in which the Company, by virtue of a direct orindirect ownership interest, has the right to elect a majority of the membersof such entity’s governing body.

###  

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

 

*Board.*  The “Board” is the board of directors of theCompany.  When the Plan provides for anaction to be taken by the Board, the action may be taken by any committee orindividual authorized to take such action pursuant to a proper delegation bythe board of directors of the Company.

 

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*Code.*  The “Code” is the Internal Revenue Code of 1986, as amended, anysuccessor provisions thereto, any regulations promulgated thereunder, and anyother binding pronouncements of any agency of the federal government that hasjurisdiction with respect thereto.

 

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

 

*Continuation Period.* The “Continuation Period” with respect to anEligible Employee who has experienced a Qualifying Termination is the periodthat begins on the Eligible Employee’s Termination Date and ends on the lastday of the

 

(a)                                  thirtiethmonth that begins after the Eligible Employee’s Termination Date if,immediately prior to the Termination Date, the Eligible Employee was the ChiefExecutive Officer of the Company, or

 

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

 

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

 

(d)                                 ninthmonth that begins after the Eligible Employee’s Termination Date in the case ofany other Eligible Employee.

 

*Effective Date.*  The “Effective Date” of this restated Planis January    , 2003.

 

*Eligible Employee.*

 

(a)                                  An“Eligible Employee” is an individual who, immediately prior to his or herTermination Date, is (i) employed by the Company as either (1) the chiefexecutive officer of the Company elected by the Board, (2) a member of theExecutive Team, (3) the Treasurer of the Company, or (4) a management or highlycompensated 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 whichprovides for severance benefits, unless the agreement expressly provides thatsuch severance benefits are in addition to the benefits provided pursuant tothe Plan.  An individual will become anEligible Employee pursuant to clause (i)(4) only if he or she receives awritten notice signed by the Company’s Chief Executive Officer indicating thatthe individual has been selected as an Eligible Employee for purposes of thePlan, effective as of the date specified in the written notice.

 

(b)                                 Inthe case of an individual who is selected as an Eligible Employee pursuant toSubsection (a)(i)(4), the Company’s Chief Executive Officer may at any timeprior to the individual’s Termination Date, but not thereafter, determine thatthe individual is no longer an Eligible Employee, in which case the individualwill not have any rights arising under or in connection with the Plan on andafter the date of the Chief Executive Officer’s determination or, if later, theeffective date of the determination.

 

(c)                                  Forpurposes of those provisions of the Plan relating to the period after his orher Termination Date, an Eligible Employee who has a Qualifying Terminationwill continue

 

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to be an EligibleEmployee until he or she ceases to be entitled to benefits under the Plan inconnection with the Qualifying Termination.

 

*ERISA.*  “ERISA” is the Employee Retirement IncomeSecurity Act of 1974, as amended.  Anyreference to a specific provision of ERISA includes a reference to suchprovision as it may be amended from time to time and to any successorprovision.

 

*Executive Team.*  The “Executive Team” is the group ofofficers of the Company who are elected by the Board and designated to reportdirectly to the Chief Executive Officer of the Company.

 

*Other Arrangement.*** **An “Other Arrangement” is anemployee benefit plan or other plan, policy or practice of the Company or anyother agreement between the Eligible Employee and the Company, other than thePlan.

 

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

 

*Qualifying Termination.*

 

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

 

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

 

(ii)                                  bythe Eligible Employee due to:

 

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

 

(2)                                  areduction by the Company in the Eligible Employee’s Base Pay, or an adversechange in the form or timing of the payment thereof; or

 

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

 

(4)                                  thefailure of the Company to obtain from any Successor the assent to this Plancontemplated by Section 7.5.

 

(b)                                 AnEligible Employee will not be considered to have experienced a QualifyingTermination if:

 

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(i)                                     theEligible Employee dies, resigns, retires or otherwise voluntarily terminatesemployment under any circumstance not described in Subsection (a)(ii);

 

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

 

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

 

(iv)                              inconnection with the sale, transfer or other disposition by the Company of someor all of its interest in an Affiliate pursuant to which the entity ceases tobe an Affiliate, the Eligible Employee becomes an employee of the formerAffiliate or an entity that controls, is controlled by or is under commoncontrol with the former Affiliate or any successor to the former Affiliate.

 

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

 

*Release. *A “Release” is a written instrument, in formprescribed by the Company and signed by the Eligible Employee, under which theEligible Employee releases the Company, each Affiliate and their respectivepredecessors and successors, and the directors, officers, employees and agentsof each of them, from any and all claims the Eligible Employee may have againstany of them by reason of his or her employment or the termination of suchemployment.  The Release will waive allclaims the Eligible Employee may have under the Age Discrimination inEmployment Act, the Older Workers Benefit Protection Act, the Americans withDisabilities Act, the Employee Retirement Income Security Act of 1974, and suchother statutes and rules of law as the Company may deem advisable.

 

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

 

*Termination Date.*  The “Termination Date” of an EligibleEmployee is his or her last day of employment in connection with a QualifyingTermination, without regard to any payments or benefits provided pursuant tothe Plan.

 

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

 

*Trustee.*** **The “Trustee” is the one or morebanks or trust companies that at the relevant time has or have been appointedby the Company to act as Trustee of the Trust.

 

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# **ARTICLE 3.**

# ** **

**ELIGIBILITYFOR BENEFITS**

** **

## **3.1.**                              Eligibility Requirements.

 

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

 

## **3.2.**                              Other Special Benefits.

 

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

 

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# **ARTICLE 4.**

# ** **

**BENEFITS**

** **

## **4.1.**                              Compensation and Benefits ThroughTermination Date.

 

An Eligible Employee who has a Qualifying Terminationwill continue to receive his or her compensation, continue to be eligible forperquisites for which he or she is otherwise eligible and continue toparticipate in Company benefit plans, programs and arrangements in accordancewith their terms through his or her Termination Date.  As of the Termination Date, the Eligible Employee will cease toearn any additional compensation, cease to be eligible for perquisites andcease to participate in Company benefit plans, programs and arrangements exceptas otherwise provided by the terms of such plans, programs and arrangementswith respect to former employees.

 

## **4.2.**                              Cash Payment.

## ** **

### (a)                                  Subjectto Sections 4.5 and 7.3(b), an Eligible Employee who has a QualifyingTermination and who satisfies the eligibility requirements described in Section3.1 will receive a cash payment in an amount equal to the sum of

###  

#### (i)                                     theEligible Employee’s monthly Base Pay multiplied by

####  

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

#####  

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

#####  

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

#####  

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

#####  

#### (ii)                                  if,and only if, the Eligible Employee’s Termination Date is after the end of thefourth month of the Company’s fiscal year that includes the Termination Date,the annual incentive award, if any, that the Eligible Employee would haveearned for the Company’s fiscal year that includes the Termination Date had heor she remained employed through the last day of the fiscal year, based on hisor her base salary at the annual rate in effect immediately prior to his or herTermination Date, multiplied by a fraction, the numerator of which is thenumber of calendar months that have commenced during the fiscal year on orbefore the Termination Date and the denominator of which is 12.  The payment pursuant to this clause is inlieu of any cash bonus payment to which the Eligible Employee may otherwise beentitled under the management incentive plan or any other annual bonus planmaintained by the Company or an Affiliate for the period that includes theTermination Date;

####  

### (b)                                 Theamount determined under Subsection (a)(i) will be paid in periodic paymentsmade on the same basis as the Eligible Employee’s Base Pay and the amountdetermined pursuant to Subsection (a)(ii) will be paid on the date on which theannual incentive award would have been paid had the Eligible Employee remainedan Eligible Employee,

 

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### subject to the Company’s retained right to at any timecause 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 periodarising under applicable law or Plan rule in connection with the EligibleEmployee’s Release.  As a condition tomaking a lump sum payment to an Eligible Employee, the Company may require theEligible Employee to enter into a written agreement, in form specified by theCompany, pursuant to which the Eligible Employee is required to repay to theCompany any portion of the payment that he or she was not entitled to receiveor is not entitled to retain.

###  

### (c)                                  Thecash payments pursuant to Subsection (a) are allocable to the Release and thecovenants 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)                                  Subjectto Sections 4.5 and 7.3(b), if an Eligible Employee has a QualifyingTermination and satisfies the eligibility requirements described in Section3.1, then, through the end of the Eligible Employee’s Continuation Period or,if earlier, through the last day of the Eligible Employee’s continuationcoverage pursuant to Code Section 4980B and Part 6 of Subtitle B of Title I ofERISA or in the case of group life insurance, comparable provisions ofapplicable state law (“COBRA”), the Company will reimburse the EligibleEmployee for a portion of his or her COBRA premiums under the Company’s groupmedical, dental, vision and life plans. The amount of the reimbursement pursuant to this section for any periodis an amount which, prior to any income or other taxes applicable to thereimbursement, equals the amount by which the COBRA premium for the periodexceeds the premium paid for the period for the coverage in question bysimilarly situated active employees of the Company.  In order to receive reimbursements pursuant to this section, anEligible Employee must comply with any reimbursement policies and procedures specifiedby the Company.

###  

### (b)                                 Tothe extent an Eligible Employee incurs a tax liability (including federal,state and local taxes and any interest and penalties with respect thereto) inconnection with a benefit provided pursuant to Subsection (a) which he or shewould not have incurred had he or she been an active employee of the Companyparticipating in the Company’s benefit plans, the Company will make a paymentto the Eligible Employee in an amount equal to such tax liability plus anadditional amount sufficient to permit the Eligible Employee to retain a netamount after all taxes (including penalties and interest) equal to the initialtax liability in connection with the benefit. For purposes of applying the foregoing, an Eligible Employee’s tax rate willbe deemed to be the highest statutory marginal state and federal tax rate (on acombined basis) then in effect.  Thepayment pursuant to this subsection will be made within ten business days afterthe Eligible Employee’s remittal of a written request therefor accompanied by astatement 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 EligibleEmployee has a Qualifying Termination and satisfies the eligibilityrequirements described in Section 3.1, then, through the end of the Eligible

 

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Employee’s Continuation Period, the Company will provide the EligibleEmployee with the same perquisites he or she was entitled to receiveimmediately prior to his or her Termination Date, subject to any reductionsapplicable 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 againbecomes an employee of the Company or any Affiliate, the Eligible Employee willnot be entitled to any further benefits pursuant to the Plan.  If the Eligible Employee subsequently hasanother Qualifying Termination and is eligible to receive benefits pursuant tothe Plan in connection with the Qualifying Termination, the amount of thebenefit will be reduced by the amount or value of any benefits he or shereceived pursuant to the Plan in connection with any previous QualifyingTermination.  The Administrator willdetermine how the reduction will be made.

###  

### (b)                                 If,during an Eligible Employee’s Continuation Period, the Eligible Employeeperforms 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 theCompany or an Affiliate, then: (i) the amount of his or her cash paymentpursuant to Section 4.2(a)(i) for any period will be reduced by the rate of hisor her base salary or the equivalent of base salary, as determined by theAdministrator, for the period; (ii) the Eligible Employee will continue to beentitled to receive the amount, if any, described in Section 4.2(a)(ii) and(iii) reimbursements pursuant to Section 4.3 and perquisites pursuant toSection 4.4 will immediately cease.  TheEligible Employee must promptly notify the Administrator of any such subsequentservices, the rate of his or her base salary or remuneration and any changes inthe rate of his or her base salary or remuneration.

###  

### (c)                                  Ifthe Company notifies the Administrator that an Eligible Employee who has had aQualifying Termination and would otherwise be entitled to receive benefits inconnection with the Qualifying Termination is either competing with the Companyor disclosing confidential information -

###  

#### (i)                                     TheAdministrator will temporarily suspend any payments pursuant to Section 4.2allocable to the covenants in this section pursuant to Section 4.2(c)(ii) andall reimbursements pursuant to Section 4.3 and perquisites pursuant to Section4.4 to which the Eligible Employee would otherwise be entitled pursuant to thePlan.  The Administrator will promptlyinform the Eligible Employee of the suspension and provide the Eligible Employeewith a reasonable opportunity to establish to the Administrator’s reasonablesatisfaction that he or she is not competing with the Company or disclosingconfidential information.  TheAdministrator may, but is not required to, seek additional information from theCompany, the Eligible Employee or any other person.  Within a reasonable period of time after the Administratorreceives a response from the Eligible Employee, the Administrator will make afinal determination as to whether the Participant is competing with the Companyor disclosing confidential information based on the information then availableto the Administrator and will communicate the final determination to theEligible Employee and the Company.

####  

#### (ii)                                  Ifthe Administrator’s final determination is that the Eligible Employee is notcompeting with the Company or disclosing confidential information, the

 

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

####  

#### (iii)                               Ifthe Administrator’s final determination is that the Eligible Employee iscompeting with the Company or disclosing confidential information, then theEligible Employee is not entitled to any further payments pursuant to Section4.2 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 pursuantto Section 4.4 or to retain any prior payments pursuant to Section 4.2allocable to the covenants in this section pursuant to Section 4.2(c)(ii) orreimbursements previously provided pursuant to Section 4.3 or perquisites (orthe value of perquisites) previously provided pursuant to Section 4.4.

####  

#### (iv)                              Forpurposes of applying this Subsection (c) -

####  

##### (1)                                  AnEligible Employee will be deemed to be competing with the Company if the Administratordetermines that the Eligible Employee, directly or indirectly, alone or as apartner, officer, director, shareholder, sole proprietor, employee orconsultant of any other firm or entity (A) has engaged, is engaging or intendsto engage in any commercial activity in competition with any part of thebusiness of the Company or any Affiliate as conducted at the time in questionor (B) has solicited or interfered, is soliciting or interfering or intends tosolicit or interfere with the relationship of the Company or any Affiliate withany customers, suppliers, employees or sales representatives of the Company orany Affiliate.  For purposes of applyingthe foregoing, “shareholder” does not include beneficial ownership of less thanone percent of the combined voting power of all issued and outstanding votingsecurities of a publicly held corporation the stock of which is traded on amajor stock exchange or quoted on NASDAQ.

#####  

##### (2)                                  AnEligible Employee will be deemed to be disclosing confidential information ifthe Administrator determines that the Eligible Employee has disclosed, isdisclosing or intends to disclose any confidential information.  Confidential information means anyinformation 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 Companyor Affiliate; provided, however, that confidential information does not includeany information which is in the public domain or becomes known in the industrythrough no wrongful act on the part of an Eligible Employee.

#####  

(d)                                 Ifan Eligible Employee’s Release is at any time determined to be partially orwholly unenforceable or ineffective in any respect for any reason, then theEligible Employee is not entitled to any further payments pursuant to Section4.2 allocable to the Release

 

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

 

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# **ARTICLE 5.**

# ** **

**SOURCEOF PAYMENTS; NATURE OF INTEREST**

** **

## **5.1.**                              Establishment of Trust.

## ** **

The Company may establish a Trust.  The Trust must (a) be a grantor trust withrespect to which the Company is treated as grantor for purposes of Code Section677, (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 usedto 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 insatisfaction of the Company’s obligations under the Plan in accordance with theterms of the Trust.  The Company isresponsible 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 beconstrued as providing for assets to be held for the benefit of any EligibleEmployee, the Eligible Employee’s only interest under the Plan being the rightto receive the benefits as provided in the Plan.  The Trust is established only for the convenience of the Companyand no Eligible Employee has any interest in the assets of the Trust.  To the extent an Eligible Employee acquiresa right to receive benefits under the Plan, such right is no greater than theright of any unsecured general creditor of the Company.

 

## **5.4.**                              Non-assignability of Benefits.

## ** **

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

 

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# **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 provisionsis vested in the Compensation Committee of the Board.  The Compensation Committee of the Board may delegate such duty orany portion thereof to any person and may from time to time revoke suchauthority and delegate it to another person. Any such delegation to any employee or officer of the Company willautomatically terminate when he or she ceases to be an employee orofficer.  No person may act as theAdministrator in connection with any decision that directly affects his or herown benefit under the Plan.

 

## **6.2.**                              Plan Rules.

## ** **

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

 

## **6.3.**                              Administrator’s Discretion.

## ** **

The Administrator has the discretionary power andauthority to make all determinations necessary for administration of the Plan,except those determinations that the Plan requires others to make, and toconstrue, interpret, apply and enforce the provisions of the Plan and Planrules whenever necessary to carry out its intent and purpose and to facilitateits administration, including, without limitation, the discretionary power andauthority to remedy ambiguities, inconsistencies, omissions and erroneousbenefit calculations.  In the exerciseof its discretionary power and authority, the Administrator will treat allpersons determined by the Administrator to be similarly situated in a uniformmanner.  All acts and decisions of theAdministrator 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 inthe administration of the Plan, and may pay reasonable compensation for suchservices.  All costs of administeringthe Plan will be paid by the Company.

 

## **6.5.**                              Indemnification.

## ** **

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

 

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## **6.6.**                              Benefit Claim Procedure.

## ** **

### (a)                                  Anyclaim by an individual of entitlement to benefits under the Plan in connectionwith a particular termination of employment must be filed in writing with theAdministrator not later than 60 days after the individual’s termination ofemployment.  Any objection by an EligibleEmployee to any benefit or action under the Plan must be filed in writing withthe Administrator not later than 60 days after the Eligible Employee firstreceives the objectionable benefit or first knows or should have known of theobjectionable action.

###  

### (b)                                 TheAdministrator, not later than 90 days after receipt of such claim, will rendera written decision to the claimant on the claim.  If the claim is denied, in whole or in part, such decision willinclude the reason or reasons for the denial; a reference to the Planprovisions on which the denial is based; a description of any additionalmaterial or information, if any, necessary for the claimant to perfect his orher claim; an explanation as to why such information or material is necessary;and an explanation of the Plan’s claim procedure.

###  

### (c)                                  Theclaimant may file with the Administrator, not later than 60 days afterreceiving the Administrator’s written decision, a written notice of request forreview of the Administrator’s decision, and the claimant or his or herrepresentative may thereafter review relevant Plan documents which relate tothe claim and may submit written comments to the Administrator.

###  

### (d)                                 Notlater than 60 days after receipt of such review request, the Administrator willrender a written decision on the claim, which decision will include thespecific reasons for the decision, including a reference to the Plan’s specificprovisions where appropriate.

###  

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

###  

### (f)                                    Anindividual must exhaust the procedure described in this section before makingany claim of entitlement to benefits pursuant to the Plan in an arbitrationpursuant to Section 6.7.  If anindividual is barred from pursuing a claim pursuant to this section by reasonof the lapse of time or otherwise, he or she is not entitled to commence anarbitration pursuant to Section 6.7 and he or she no longer has any rights topursue the claim in any proceeding.

###  

## **6.7.**                              Disputes.

## ** **

Any controversy or claim arising out of or relating toa claim for benefits payable pursuant to the Plan will be settled exclusivelyby arbitration in accordance with the Employee Benefit Plan Claims ArbitrationRules of the American Arbitration Association, incorporated by referenceherein.  The decision of the arbitratorwill be final and binding and judgment on the award may be entered in any courthaving jurisdiction.  The arbitrationmust be commenced within 180 days after the date of the Administrator’s finaldetermination pursuant to Section 6.6(d).

 

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# **ARTICLE 7.**

# ** **

**MISCELLANEOUS**

** **

## **7.1.**                              Amendment and Termination.

## ** **

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

###  

### (b)                                 Aninstrument amending or terminating the Plan is binding on all interestedpersons as of the later of the date on which the instrument is adopted and thedate on which the instrument is effective.

###  

### (c)                                  Noperson has any right to benefits under the Plan until he or she incurs aQualifying Termination as an Eligible Employee and is otherwise entitled tobenefits pursuant to Section 3.1.  AnEligible Employee’s right to benefits under the Plan, if any, will bedetermined solely under the provisions of the Plan in effect on his or herTermination Date and such terms may be changed or the Plan may be terminated atany time and to any extent before then.

###  

### (d)                                 TheCompany may, at any time, prospectively change the form of the Release or anyother instrument or agreement used in connection with the Plan and no suchchange is a Plan amendment.

###  

## **7.2.**                              Withholding and Offsets.

## ** **

The Company and the Trustee retain the right towithhold from any compensation or benefit payment pursuant to the Plan any andall income, employment, excise and other tax as the Company or Trusteedetermines, in its sole discretion, is necessary or advisable in connectionwith any benefits earned or paid pursuant to the Plan and the Company mayoffset against amounts otherwise then distributable to any person under thePlan any amounts then owing to the Company or any Affiliate by such persons.

 

## **7.3.**                              Other Benefits.

## ** **

### (a)                                  Noamounts paid pursuant to the Plan constitute salary or compensation for thepurpose of computing benefits under any other benefit plan, practice, policy orprocedure of the Company unless otherwise expressly provided thereunder.

###  

### (b)                                 Ifan Eligible Employee is entitled to benefits under the Jostens, Inc. ExecutiveChange in Control Severance Pay Plan in connection with his or her terminationof employment, the Eligible Employee is not entitled to receive any benefitsunder this Plan in connection with such termination of employment.

###  

## **7.4.**                              No Employment Rights Created.

## ** **

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

 

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conditions of employment or otherwise deal with any employee withoutregard to the effect such action might have on him or her with respect to thePlan.

 

## **7.5.**                              Successors.

## ** **

Except as otherwise expressly provided in the Plan,all obligations of the Company under the Plan are binding on any Successor tothe Company whether the existence of such Successor is the result of a director indirect purchase, merger, consolidation or otherwise of all orsubstantially all of the business and/or assets of the Company.  The Company will require any Successor toexpressly assume and agree to perform the obligations of this Plan in the samemanner and to the same extent that the Company would be required to perform ifno such succession had taken place.

 

## **7.6.**                              Nature of Company Action.

## ** **

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

 

## **7.7.**                              Delegation by Chief ExecutiveOfficer.

## ** **

When the Plan provides for an action to be taken bythe Company’s Chief Executive Officer, the action may be taken by anyindividual authorized to take such action pursuant to a written delegationsigned in advance of the action by the Company’s Chief Executive Officer.  The Company’s Chief Executive Officer mayrevoke any such delegation at any time and any such delegation to an employeeor officer of the Company will automatically terminate when he or she ceases tobe an employee or officer.  In no eventmay an individual to whom a delegation has been made pursuant to this sectiontake 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 anyobligation of an Eligible Employee arising under or in connection with the Planor of any condition or requirement which may be imposed on an Eligible Employeeunder or in connection with the Plan constitutes a waiver of similar ordissimilar obligations, conditions or requirements at the same time or at anyprior or subsequent time with respect to the Eligible Employee or any otherEligible Employee.

 

## **7.9.**                              Effect of Plan Benefits on Other SeverancePlans.

## ** **

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

 

## **7.10.**                        Related Plans.

## ** **

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

 

16

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limits or otherwise affects the rights Eligible Employees may haveunder any Other Arrangement.  Amountswhich are vested benefits or which Eligible Employees are otherwise entitled toreceive under any Other Arrangement at or subsequent to the Date of Terminationwill be payable in accordance with such Other Arrangement.

 

## **7.11.**                        Survival.

## ** **

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

 

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**JOSTENS,INC.**

**EXECUTIVESEVERANCE PAY PLAN**

** **

**Declaration of Amendment**

 

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

 

The foregoing amendment is effective as of February26, 2003.

 

IN WITNESS WHEREOF, the undersigned has caused thisinstrument to be executed by its duly authorized officers this 22ndday 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 |

 

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