EX-10.27



 Exhibit 10.27 

Jostens, Inc. 

Dated as of October 31, 2014 

[Name] 
 c/o Jostens, Inc. 

Dear                     : 

Jostens, Inc., a Minnesota corporation (“Jostens” and together with its Subsidiaries, the “Company”), a
wholly owned subsidiary of Visant Holding Corp., a Delaware corporation (“VHC”) considers it essential to continue to provide incentives for key personnel of the Company to remain employed with the Company and focused on achieving a
high level of performance aligned with the interests of the stockholders of the Company. 
 On behalf of the Boards of Directors of Jostens
and VHC (the “Board”), I am pleased to inform you that you have been selected to receive an Award, subject in all instances to the terms and conditions of this Award Letter, and to your agreement to be bound by the restrictive
covenants referenced in Section 5 below. This Award shall be subject to the terms and conditions contained herein, including the restrictive covenants. In consideration of the foregoing, you and the Company agree to the following, effective as
of October 1, 2014 (the “Grant Date”): 
 Section 1. Definitions. As used in this Award Letter, the following terms
shall have the meanings set forth below: 
 “Account” means a notional account maintained by the Company for
you for purposes of determining amounts that will be payable to you, subject to the terms of this Award Letter. 

“Affiliate” means with respect to any Person, any entity directly or indirectly controlling, controlled by or
under common control with such Person. 
 “Applicable Determination Date” means the date as of which the
Fair Market Value shall be determined for purposes of Section 3 of this Award Letter. 
 “Award” means
the award of phantom units (“Units”) that is a Time Vesting Award and a cash award opportunity that is a Performance Vesting Award, in each case, made under Section 2 below. For purposes of this Award Letter, a
“Unit” is a right to receive a payment in cash equal to, on a given date, the Fair Market Value of the Unit. 

“Cause” means, “Cause” as such term may be defined in any employment agreement between you
and VHC or any of its Subsidiaries or Affiliates (the “Employment Agreement”), or, if there is no such Employment Agreement, “Cause” shall mean (i) your willful and continued failure to perform your material duties
with respect to the Company which continues beyond ten (10) days after a written demand for substantial performance is delivered to you by VHC or Jostens (the “Cure Period”), (ii) the willful or intentional engaging by you
in conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, the Investors or their respective Affiliates, (iii) the commission by you of a crime constituting (A) a felony under the laws of the United
States or any state thereof or (B) a misdemeanor involving moral turpitude, or (iv) a material breach by you of this Award Letter or other agreements with the Company, including, without limitation, engaging in any action in breach of
restrictive covenants, herein or therein, that continues beyond the Cure Period (to the extent that, in the Board’s reasonable judgment, such breach can be cured). 







 “Change in Control” means (i) the sale (in one transaction
or a series of transactions) of all or substantially all of the assets of VHC or the Company, as applicable, to an Unaffiliated Person; (ii) a sale (in one transaction or a series of transactions) resulting in more than fifty percent
(50%) of the voting stock of VHC or Jostens, as applicable, being held by an Unaffiliated Person; (iii) a merger, consolidation, recapitalization or reorganization of VHC or Jostens, with or into another Unaffiliated Person; if and only
if any such event listed in clauses (i) through (iii) above results in the inability of the Investors, or any member or members of the Investors, to designate or elect a majority of the Board (or the board of directors of the resulting
entity or its parent company). For purposes of this definition, the term “Unaffiliated Person” means any Person or “group” (as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended) who is not (x) an Investor or any member of the Investors, (y) an Affiliate of any Investor or any member of any Investor, or (z) an entity in which any Investor, or any member of any Investor holds, directly or
indirectly, a majority of the economic interests in such entity. Notwithstanding the foregoing provisions of this definition, a transaction will not be deemed a Change in Control with respect to any distribution, timing, or form of payment hereof
unless the transaction qualifies as a “change in control event” within the meaning of Section 409A of the Code. 

“Code” means the United States Internal Revenue Code of 1986, as amended. 

“Committee” means the Compensation Committee of the Board of VHC (or, if no such committee is appointed, the
Board). 
 “Common Stock” means the Class A common stock, par value $0.01 per share, of VHC, which may
be authorized but unissued, or issued and reacquired. 
 “EBITDA Target” means the EBITDA performance target
set forth in Appendix A attached to this Award Letter. 
 “Fair Market Value” means the fair market value of
one share of Common Stock of VHC as determined in the good faith discretion of the Board of VHC, applying a methodology on a basis consistent with that used to establish the valuation to determine the Award set forth in Section 2 below, after
consultation with an independent investment banker or an internationally recognized accounting firm to determine the Fair Market Value, without any discounts for minority interests or lack of marketability, or premiums for control (other than, in
the event of a Change in Control, any premium reflected in the price per share of the Common Stock paid (whether in cash, property or a combination thereof) in respect of such share of the Common Stock in such Change in Control). 

“Fiscal Year” means any given fiscal year of VHC. 

“Investors” means Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”),
and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. MBP III Plan Investors, L.P
(collectively, the “DLJMB Funds”). 
 “Permanent Disability” means
“Disability” as such term is defined in the Employment Agreement you entered into with the Company, or if there is no such Employment Agreement, “Permanent Disability” shall mean you becoming physically or mentally
incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any eighteen (18) consecutive month period to perform substantially all of the material elements of your duties
with VHC or any Subsidiary or Affiliate thereof. Any question as to the existence of the Permanent Disability of you as to which you (or your legal representative) and 







 
VHC or Jostens cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to you (or your legal representative) and VHC or Jostens. If you (or your legal
representative) and VHC or Jostens cannot agree as to a qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third who shall make such determination in writing. The determination of
Permanent Disability made in writing to VHC or Jostens and you shall be final and conclusive for all purposes of this Agreement (such inability is hereinafter referred to as “Permanent Disability” or being “Permanently
Disabled”). 
 “Person” means “person,” as such term is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934. 
 “Subsidiary” means any corporation or
other entity in an unbroken chain of corporations or other entities beginning with the Company if each of the corporations or other entities, or group of commonly controlled corporations or other entities, other than the last corporation or other
entity in the unbroken chain then owns stock or other equity interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock or other equity interests in one of the other corporations or other
entities in such chain. 
 Section 2. Award. 

(a) Grant of Time Vesting and Performance Vesting Awards.  

 

	 	(i)	The Company hereby grants you a number of Units equal to             (the “Time Vesting Award”). The number of Units in respect of which you
will ultimately receive payment hereunder is based on the vesting of the Time Vesting Award as provided in Section 2(b) or Section 2(c) below, subject to your continued employment with the Company through the respective vesting event.


  

	 	(ii)	The Company hereby grants you a cash award opportunity equal to $            (the “Performance Vesting Award”). You shall vest and earn the
Performance Vesting Award subject to the Company meeting the Performance Target set forth in Appendix A attached to this Award Letter and your continued employment through January 15, 2017. 


 

	 	(iii)	For the avoidance of doubt, you shall not be vested or have any right in any portion of the Award by reason of having any portion of the Award credited to your Account unless the vesting conditions set forth in
Section 2(b) or Section 2(c) below are deemed met by the Committee. 

 (b) Vesting of Time
Vesting Award and Performance Vesting Awards.  
  

	 	(i)	The Time Vesting Award shall become vested as to one hundred percent (100%) of the Time Vesting Award upon the earlier to occur of (x) a Change in Control or (y) January 15, 2017, subject to your
continued employment through the respective date. 

  

	 	(ii)	 The Performance Vesting Award shall become vested upon the earlier to occur of (x) a Change in Control or (y) January 15, 2017, to the
extent provided hereafter. If the vesting event is a Change in Control, one hundred percent (100%) of the Performance Vesting Award shall vest 










	 	
upon such Change in Control, so long as you remain employed with the Company as of the date of the Change in Control. If the vesting event is January 15, 2017, one hundred percent
(100%) of the Performance Vesting Award, shall vest on January 15, 2017, provided that the Performance Target is met and you remain employed with the Company through January 15, 2017. For the avoidance of doubt, no portion of
the Performance Vesting Award will vest unless the Performance Target is fully met, if the vesting event is January 15, 2017. 

  

	 	(iii)	Any portion of the Award that does not become vested pursuant to any of the provisions of Section 2(b) or Section 2(c) will immediately be cancelled without payment therefor following the first occurrence of
any given vesting event described. 

 (c) Effects of Termination of Employment on Time Vesting and Performance Vesting
Awards. If your employment with the Company and its Affiliates is terminated upon your death or Permanent Disability (the date of any of the foregoing, your “Qualifying Termination Date”) prior to any vesting date or
event described in Section 2(b) above, as applicable, then, solely in the case of the Time Vesting Award, on the Qualifying Termination Date you will become vested in fifty percent (50%) of the Time Vesting Award for each full, consecutive
twelve (12)-month period of your continued employment that has been completed beginning from the Grant Date and ending on the Qualifying Termination Date (for the avoidance of doubt you shall not vest in any amount greater than 100% of the Time
Vesting Award), provided that if your employment is terminated by the Company without Cause during the 120 days prior to January 15, 2017, you will become vested in 100% of the Time Vesting Award and you will become vested in 100% of the
Performance Vesting Award that you otherwise would have become vested in if you had remained employed by the Company through January 15, 2017 so long as the Performance Target is met as of December 31, 2016, and subject to your timely
execution, delivery and non-revocation of a general release and waiver of claims against the Company and its Affiliates (the form of which shall be that customarily provided to the Company to terminating employees, the “Release”))
upon such termination of employment. Except as set forth in this Section 2(c), in the event any voluntary or involuntary termination of your employment with the Company at any time, any Award then outstanding and unvested shall be forfeited
without payment therefor. 
 Section 3. Settlement of Award. 

(a) Settlement of Time Vesting and Performance Vesting Awards. If all or any portion of the Time Vesting Award and/or Performance
Vesting Award becomes vested in accordance with any of the applicable provisions of Section 2(b) or Section 2(c) above, the amount that will be payable to you in respect thereof shall be payable to you in an amount equal to (i) in the
case of the Time Vesting Award, the product of (x) the number of Units that have become vested hereunder, multiplied by (y) the Fair Market Value per share of the Common Stock as of the Applicable Determination Date, which date
shall be the date of the Change in Control, if the Time Vesting Award becomes vested pursuant to Section 2(b)(i)(x), January 15, 2017, if the Time Vesting Award becomes vested pursuant to Section 2(b)(i)(y) or the proviso to
Section 2(c), or such date that corresponds to the most recently preceding date for which the Board has determined the Fair Market Value (the “Board Valuation Date”), if the Time Vesting Award otherwise becomes vested pursuant
to Section 2(c); and (ii) in the case of the Performance Vesting Award, an amount of cash in U.S. dollars equal to the Performance Vesting Award. 







 (b) Calculation and Payment of Awards. 

 

	 	(i)	The amounts that will be payable to you under this Award will be calculated, and any amounts payable in respect of this Award will be paid, in accordance with this Section 3, subject to your agreement to be bound
by the covenants contained in Section 5 of this Award Letter (and the execution, delivery and non-revocation of the Release in the case of Section 2(c)). As an exception to the foregoing, the parties acknowledge and agree that an executive
officer of VHC shall have the right, in his or her sole discretion, to reduce the scope of any covenant set forth in Section 5 of this Award Letter or any portion thereof, effective as to you immediately upon receipt by you of written notice
thereof from the Company. 

  

	 	(ii)	Any amounts in respect of the Time Vesting Award and the Performance Vesting Award shall be paid to you in cash in a lump sum as administratively practicable following the Applicable Determination Date and the
determination of the achievement of the Performance Target, if applicable, regardless of whether you are employed upon the date of payment. Subject to the foregoing, if the vesting date is January 15, 2017, the payment is intended to be made
not later than March 15, 2017. In all cases, settlement of any vested Award will occur no later than the date required under Section 409A of the Code so that such settlement qualifies as “short-term deferral” under
Section 409A of the Code. 

 Section 4. Adjustment. On or after a Change in Control, in no event shall the Fair Market
Value be less than the price per share of the Common Stock paid (whether in cash, common stock, other securities, or other property or a combination thereof) in respect of such share of common stock in such Change in Control. Subject to the
preceding minimum value requirement that applies on and after a Change in Control, in the event of any change in the outstanding Common Stock by reason of a stock split, spin-off, stock combination, reclassification, dividend or other distribution
(whether in the form of cash, common stock, other securities, or other property or a combination thereof), recapitalization, liquidation, dissolution, reorganization, merger, or other event affecting the capital stock of VHC, the Board (or a
designated committee thereof) shall adjust appropriately (a) the number and kind of shares covered by any then outstanding Awards and (b) share prices related to outstanding Awards, and make such other revisions to the outstanding Awards
as it deems, in good faith, are equitably required. Any such adjustment made by the Board (or a designated committee thereof) shall be final and binding upon you and the Company and any Award then outstanding. 

Section 5. Restrictive Covenants. 

(a) Confidential Information. At any time during or after your employment with the Company, you will not disclose any
Confidential Information pertaining to the business of the Company, its Subsidiaries, the Investors and their Affiliates (collectively, the “Restricted Group”), except when required to perform your duties to the Company or one of
its Subsidiaries, by law or judicial process. For purposes of this Award Letter, “Confidential Information” means all non-public information concerning trade secret, know-how, software, developments, inventions, processes, technology,
designs, the financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed
products and services, vendors, customers, 







 
advertising and marketing, and other non-public, proprietary, and confidential information of the Restricted Group. If you are bound by any other agreement with the Company regarding the use or
disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not permit any more extensive use or disclosure of Confidential Information. 

(b) Non-Competition; Non-Solicitation. At any time during your employment with the Company and for a period of two
(2) years thereafter, you will not, directly or indirectly (A) act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any business, including, without limitation, by owning,
operating, managing, controlling, investing in or participating in, consulting with, rendering service for, being a venturer with or creditor to, being employed or engaged by or acting on behalf of or assisting in any way any entity or Person, that
directly or indirectly competes with the business of the Company, which competitive entity or Person includes any such entity or Person manufacturing, marketing, offering, soliciting sales for, selling, distributing, and/or developing school-related
affinity products and services, including, without limitation, class rings, graduation products, varsity jackets and other or school-affinity clothing, yearbooks and memory books, or (B) solicit customers or clients of any member of the
Restricted Group to terminate their relationship with any such member of the Restricted Group or otherwise solicit such customers or clients to compete with any business of any member of the Restricted Group, or (C) solicit or offer employment
to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of your employment, employed by the Company. 

(c) Enforcement. If at any time a court holds that the restrictions stated in Section 5(a) or 5(b) are unreasonable or
otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope
or area and the parties hereto acknowledge their desire for such action to be taken. The covenants herein shall be construed as separate, independent covenants covering their respective subject matters. Because you have had access to Confidential
Information, you agree that money damages will be an inadequate remedy for any breach of this Section 5. In the event of a breach or threatened breach of this Section 5, the Company or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce against you, or prevent any violations by you of, the provisions hereof (without the
posting of a bond or other security), and in the event of an actual breach of this Section 5, terminate this Award Letter without any payment hereunder or other consideration to you, or if payment shall have already been made hereunder, you
shall be required to pay to the Company any amounts actually paid to you in respect of the Phantom Stock. 
 (d) Exception. As
an exception to the foregoing, the parties acknowledge and agree that an executive officer of VHC shall have the right, in his or her sole discretion, to reduce the scope of any covenant set forth in this Award Letter or any portion thereof,
effective as to you immediately upon receipt by you of written notice thereof from the Company. 
 (e) Other Covenants. The
foregoing shall not be in limitation of any other restrictive covenant agreed to by you in connection with your employment with VHC or the Company. 

(f) Compliance. You acknowledge and agree that the settlement of any of any Award shall be conditional on and subject to your
continued compliance with the terms of this Section 5 in all material respects. 
 Section 6. Compliance with IRC
Section 409A. This letter and the Award granted hereunder are intended to comply with, or be exempt from, Section 409A of the Code and will be interpreted in a 







 
manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of your termination of employment with any Service Recipient, you are
a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent
the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to you) to the minimum extent necessary to satisfy Section 409A until the date that is six (6) months and one day following your termination of employment with all Service Recipients (or the earliest date as is
permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. “Service Recipient” means VHC or any subsidiary of VHC or any Affiliate of VHC that satisfies the definition of
“service recipient” within the meaning of Treasury Regulation Section 1.409A-1 (or any successor regulation), with respect to which the person is a “service provider” within the meaning of Treasury Regulation
Section 1.409A-l (or any successor regulation). For purposes of Section 409A, each payment made under this Award shall be designated as a “separate payment” within the meaning of the Section 409A, and references herein to
your “termination of employment” shall refer to your separation from service with the Company within the meaning of Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment to
be made under this Award Letter that is considered nonqualified deferred compensation.  
 Section 7. Miscellaneous. 

(a) Withholding. The Company shall have the right to deduct from any payment made under this Award Letter any federal, state or
local income or other taxes required by law to be withheld with respect to such payment. 
 (b) Nontransferability. No Award
or right to payment hereunder may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge,
attachment, sale transfer or encumbrance shall be void and unenforceable against VHC or any of its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer
or encumbrance. 
 (c) Amendment. The Committee or the Board shall have the authority to make such amendments to any terms and
conditions applicable to outstanding Awards as are consistent with this Award Letter; provided that no such action shall modify any Award in a manner materially adverse to you without your consent except as such modification is provided for
or contemplated in the terms of the Award or this Award Letter (except that any adjustment that is made pursuant to Section 4 shall be made by the Committee or the Board reasonably and in good faith). 

(d) No Benefit Plan. This Award and any payments in respect hereof will not be taken into account for purposes of determining
any benefits under any benefit plan of the Company. 
 (e) Transfers and Leaves of Absence. Unless the Committee determines
otherwise: (i) a transfer of your employment without an intervening period of separation among the Company and any other Service Recipient shall not be deemed a termination of employment, and (ii) if you are granted in writing a leave of
absence or you are entitled to a statutory leave of absence, you shall be deemed to have remained in the employ of the Company (and other Service Recipient) during such leave of absence. 

(f) No Right to Employment. The grant of an Award shall not be construed as giving you the right to be retained in the employ
of, or in any consulting relationship to, the Company or any Affiliate. 







 (g) Governing Law. This Award Letter shall be governed by and construed in
accordance with the laws of the State of New York applicable therein. 
 (h) Severability. If any provision of this Award
Letter is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Award Letter, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of this Award Letter and any such Award shall remain in full force and effect. 
 (i) Binding upon
Successors and Assigns. This Award Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that any assignment, by operation of law or otherwise, by you shall require
the prior written consent of VHC and any purported assignment or other transfer without such consent shall be void and unenforceable. 
 (j)
No Trust or Fund Created. Neither this Award Letter nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between VHC or any Affiliate and you or any other Person. To the
extent that you acquire a right to receive payments from VHC or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of VHC or any Affiliate. 

(k) Headings. Headings are given to the Sections and subsections of this Award Letter solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Award Letter or any provision thereof. 

Section 8. Administration. 

(a) Power and Authority. The Committee shall have the power and authority to administer, construe and interpret this Award
Letter, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of this Award Letter. 

(b) Delegation. The Committee may delegate to the Chief Executive Officer of VHC or Jostens and to other senior officers of VHC
or Jostens its duties under this Award Letter subject to such delegation being in writing and subject to such conditions and limitations as the Committee shall prescribe therein. 

(c) Employment of Experts; Limitation of Liability. The Committee may employ counsel, consultants, accountants, appraisers,
brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations
made by the Committee in good faith shall be final and binding. No member of the Committee, nor employee or representative of the Company shall be personally liable for any action, determination or interpretation made in good faith with respect to
the Award, and all such members of the Committee, employees and representatives shall be fully protected and indemnified to the greatest extent permitted by applicable law by the Company with respect to any such action, determination or
interpretation. 







 If you accept the Award on the terms and conditions contained in this Award Letter, please sign
below where indicated and return the executed copy of this Award Letter to the Cathy Landman by no later than November     , 2014. A copy countersigned on behalf of the Company will be returned to you. 

This Award Letter may be executed in counterparts. 

 

			
	 Very truly yours,
  

Jostens, Inc.

		
	By:		 
			 Chuck Mooty
 President, Chief Executive
Officer



 
			
	
	Visant Holding Corp.
		
	By:		 
			 Marc Reisch
 President, Chief Executive
Officer



 Accepted and agreed this      day of
                    , 2014 by: 

                          
               
 Print Name: