Exhibit 10.35


 


FORM OF STOCK OPTION AGREEMENT


 


THIS
AGREEMENT, dated as of                              ,
200   (the “Grant Date”) is made by and between Visant Holding
Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation
(hereinafter referred to as the “Company”), and the individual whose
name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary
or Affiliate of the Company, hereinafter referred to as the “Optionee”.  Any capitalized terms herein not otherwise
defined in Article I shall have the meaning set forth in the Plan (as
hereinafter defined).


 


WHEREAS, the
Company wishes to carry out the Plan, the terms of which are hereby
incorporated by reference and made a part of this Agreement; and


 


WHEREAS, the
Committee, appointed to administer the Plan, has determined that it would be to
the advantage and best interest of the Company and its shareholders to grant
the Option provided for herein to the Optionee as an incentive for increased
efforts during his term of office with the Company or its Subsidiaries or
Affiliates, and has advised the Company thereof and instructed the undersigned
officers to issue said Option;


 


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


 


ARTICLE I



DEFINITIONS


 


Whenever the
following terms are used in this Agreement, they shall have the meaning
specified below unless the context clearly indicates to the contrary.


 


Section 1.1.            -
Cause


 


“Cause” shall
mean “Cause” as such term may be defined in any employment agreement between
the Optionee and the Company or any of its Subsidiaries or Affiliates (the “Employment
Agreement”), or, if there is no such Employment Agreement, “Cause” shall
mean (i) the Optionee’s willful and continued failure to perform his or
her material duties with respect to the Company or it subsidiaries which
continues beyond ten (10) days after a written demand for substantial
performance is delivered to the Optionee by the Company (the “Cure Period”),
(ii) the willful or intentional engaging by the Optionee in conduct that
causes material and demonstrable injury, monetarily or otherwise, to the
Company, the Investors or their respective Affiliates, (iii) the
commission by the Optionee 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 of by the Optionee of
this Agreement or other agreements, 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).


 





















 


Section 1.2.            -
Change in Control


 


“Change in
Control” means (i) the sale (in one transaction or a series of
transactions) of all or substantially all of the assets of the Company to an
Unaffiliated Person; (ii) a sale (in one transaction or a series of
transactions) resulting in more than 50% of the voting stock of the Company
being held by an Unaffiliated Person; (iii) a merger, consolidation,
recapitalization or reorganization of the Company with or into an 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 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.


 


Section 1.3.            -
Committee


 


“Committee”
shall mean the
Compensation Committee of the Board of Directors of the Company.


 


Section 1.4.            –
EBITDA


 


“EBITDA” for
any period shall mean the consolidated net income of Von Hoffmann Holdings, a
Delaware corporation and wholly owned Subsidiary of the Company (“Von
Hoffmann”), for such period, adjusted, as applicable, by the following
items (without duplication, to the extent deducted or added in calculating
consolidated net income):


 


(a)   provision
for income taxes (or income tax benefit),


 


(b)   net
interest expense (including the cost of any surety bonds and net of any net
gain or loss resulting from hedging obligations),


 


(c)   depreciation
and amortization expense,


 


(d)   expenses
or charges related to any equity or debt offering, recapitalization,
acquisition, or disposition,


 


(e)   restructuring
charges, including any one-time costs related to the closure and/or
consolidation of facilities, and


 


(f)    other
non-cash and/or one-time charges (or credits), excluding any such charge or
credit that represents an accrual or reserve (or reversal of an accrual or
reserve) for a cash expenditure for a future period; and


 


(g)   expenses
related to management, monitoring, consulting and advisory fees and related
expenses paid to either Fusion and its Affiliates or the DLJMB Funds.


 


2





















 


The Board of Directors may adjust the
calculation of EBITDA above to reflect acquisitions, divestitures, unexpected
large capital expenditures or other unanticipated occurrences or conditions
which they in good faith determine require adjustment of EBITDA in order to be
consistent with the financial case used to establish the performance targets. Without
limitation to the foregoing, Annual Performance Targets and Cumulative
Performance Targets may be fairly and appropriately adjusted by the Board of
Directors, in consultation with the Chief Executive Officer of the Company, for
synergies, as fairly and appropriately identified by the Chief Executive
Officer of the Company and approved by the Committee and reflected in the books
and records of the Company.  In the event
that the foregoing action is taken, such adjustment shall be only the amount
deemed reasonably necessary by the Board of Directors, in the exercise of its
good faith judgment, after consultation with the Company’s accountants, to
accurately reflect the direct and measurable effect such synergies have on such
Annual Performance Targets and Cumulative Performance Targets.  The Board’s determination of such necessary
adjustment shall be made within 60 days following the conclusion of the audit
for the respective fiscal year, and shall be based on the Company’s accounting
as set forth in its books and records and on the financial case used to
establish the Annual Performance Targets.


 


Section 1.5.            -
Fiscal Year


 


“Fiscal Year”
shall mean each fiscal year of the Company.


 


Section 1.6.            –
Good Reason


 


“Good
Reason” shall mean “Good Reason” as such term is defined in the Employment
Agreement, or if there is no such Employment Agreement, “Good Reason” shall
mean (i) a reduction in the Optionee’s base salary or annual incentive
compensation (other than a general reduction in base salary that affects all
members of senior management in substantially the same proportions, provided
that the Optionee’s base salary is not reduced by more than 10%); (ii) a
substantial reduction in the Optionee’s duties and responsibilities; or (iii) a
transfer of the Optionee’s primary workplace by more than fifty miles from the
current workplace, and provided, further, that “Good Reason”
shall cease to exist for any such event on the 60th day following
the later of its occurrence or the Optionee’s knowledge thereof, unless the
Optionee has given the Company written notice thereof prior to such date.


 


Section 1.7.            -
Investors


 


“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. and
MBP III Plan Investors, L.P (collectively, the “DLJMB Funds”).


 


Section 1.8.            -
Management Stockholder’s Agreement


 


“Management
Stockholder’s Agreement” shall mean that certain Management Stockholder’s
Agreement dated as of March 17, 2005 between the Optionee and the Company.


 


3





















 


Section 1.9.            -
Option


 


“Option” shall
mean the Performance Option granted under Section 2.1 of this Agreement.


 


Section 1.10.          -
Permanent Disability


 


“Permanent
Disability” shall mean “Disability” as such term is defined in the Employment
Agreement, or if there is no such Employment Agreement, “Permanent Disability”
shall mean the Optionee 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 the Optionee’s duties
with the Company or any Subsidiary or Affiliate thereof.  Any question as to the existence of the Permanent
Disability of the Optionee as to which the Optionee and the Company cannot
agree shall be determined in writing by a qualified independent physician
mutually acceptable to the Optionee and the Company.  If the Optionee and the Company cannot agree
as to a qualified independent physician, each shall appoint such a physician
and those two physicians shall select a third who shall make such determination
in writing.  The determination of
Permanent Disability made in writing to the Company and the Optionee shall be
final and conclusive for all purposes of this Agreement (such inability is
hereinafter referred to as “Permanent Disability” or being “Permanently
Disabled”).


 


Section 1.11.          -
Performance Option


 


“Performance
Option” shall mean the right and option to purchase, on the terms and
conditions set forth herein, all or any part of an aggregate of the number of
shares of Common Stock set forth on the signature page hereof opposite the
term Performance Option.


 


Section 1.12.          -
Plan


 


“Plan” shall
mean the Second Amended and Restated 2004 Stock Option Plan for Key Employees
of Visant Holding Corp. and Its Subsidiaries, as amended and in effect from
time to time.


 


Section 1.13.          -
Secretary


 


“Secretary”
shall mean the Secretary of the Company.


 


ARTICLE II



GRANT OF OPTIONS


 


Section 2.1.            -
Grant of Options


 


For good and
valuable consideration, on and as of the date hereof the Company irrevocably
grants to the Optionee a Performance Option to purchase any part or all of an


 


4





















 


aggregate of
the number of shares set forth on the signature page hereof of its Common
Stock upon the terms and conditions set forth in this Agreement.


 


Section 2.2.            -
Exercise Price


 


Subject to Section 2.4,
the exercise price of the shares of Common Stock covered by the Option shall be
$               
per share (the “Base Price”) without commission or other charge (which
is the Fair Market Value per share of the Common Stock on the Grant Date).


 


Section 2.3.            -
No Guarantee of Employment


 


Nothing in
this Agreement or in the Plan shall confer upon the Optionee any right to
continue in the employ of the Company or any Subsidiary or Affiliate or shall
interfere with or restrict in any way the rights of the Company and its
Subsidiaries or Affiliates, which are hereby expressly reserved, to terminate
the employment of the Optionee at any time for any reason whatsoever, with or
without cause, subject to the applicable provisions of, if any, the Optionee’s
employment agreement with the Company or offer letter provided by the Company
to the Optionee.


 


Section 2.4.            -
Adjustments to Option


 


Subject to
Sections 8 and 9 of the Plan, in the event that the outstanding shares of the
stock subject to the Option, are, from time to time, changed into or exchanged
for a different number or kind of shares of the Company or other securities by
reason of a merger, consolidation, recapitalization, reclassification, stock
split, spin-off, stock dividend, combination of shares, or other corporate
event, the Committee shall make, as appropriate and equitable, an adjustment in
the number and kind of shares and/or the amount of consideration as to which or
for which, as the case may be, such Option, or portions thereof then
unexercised, shall be exercisable, and the Committee may, as it deems in good
faith appropriate and equitable, pay to the Optionee an amount in respect of
the shares of Common Stock subject to the Option, with such conditions or
limitations as the Committee may deem in good faith to be reasonable and necessary
to preserve the economic value of the Option. 
Any such adjustment made by the Committee shall be final and binding
upon the Optionee, the Company and all other interested persons.


 


ARTICLE III



PERIOD OF EXERCISABILITY


 


Section 3.1.            -
Commencement of Exercisability


 


(a)           Performance
Option.


 


(i)            The
Performance Option shall become vested and exercisable as to 100% of the shares
subject to such Option on __________  __,
20__ provided, however, that the vesting and exercisability of
the Performance Option will be accelerated pursuant to the following schedule, if and only to the extent that the Company
achieves the applicable annual


 


5





















 


performance targets for each of
Von Hoffmann’s Fiscal Years _____ through ______ set forth in the schedule attached
hereto as Schedule A, in respect of which the applicable percentage
of the Performance Option may become vested and exercisable (each, an “Annual
Performance Target”):


 


	
  Date Performance Option

  becomes Vested and Exercisable

  	
   

  	
  Cumulative
  Percentage of

  Performance Option that

  is Vested and Exercisable

  
	
  Last Day of Fiscal Year 200

  	
   

  	
  25%

  
	
  Last Day of Fiscal Year 200

  	
   

  	
  50%

  
	
  Last Day of Fiscal Year 200

  	
   

  	
  75%

  
	
  Last Day of Fiscal Year 200

  	
   

  	
  90%

  
	
  Last Day of Fiscal Year 200

  	
   

  	
  100%

  



 


In the event that an Annual
Performance Target is not achieved in a particular Fiscal Year (any such year,
a “Missed Year”), if and only to the extent
that performance of the Company in any subsequent Fiscal Year
satisfies the Cumulative Performance Targets (as set forth in Schedule A)
applicable to any such subsequent Fiscal Year, then the applicable percentage
of the Performance Option that was scheduled to become vested and exercisable
in respect of such Missed Year shall become vested and exercisable as of the
end of the Fiscal Year in respect of which the Cumulative Performance Targets
are achieved.


 


(ii)           In
the event that the Optionee’s employment with the Company terminates for any
reason (other than for Cause by the Company) after the end of a particular
Fiscal Year but before the Determination Date (as defined below) in respect of
such year, if the Annual Performance Targets applicable to such Fiscal Year are
determined to have been achieved upon the Determination Date, then the
percentage of the Performance Option that would otherwise be vested and
exercisable in respect of such prior Fiscal Year in accordance with the schedule set
forth in Section 3.1(a)(i) above shall be deemed to have been vested
and exercisable immediately prior to the date of termination of the Optionee’s
employment with the Company.


 


(b)           Effect of
Change in Control on Option Vesting Schedules.   Notwithstanding
the provisions of Section 3.1(a), any unvested portion of the Performance
Option shall become immediately exercisable as to 100% of the shares of Common
Stock subject to such Option immediately prior to a Change in Control (but only
to the extent such Option has not otherwise terminated or become exercisable), if  either
(x) the applicable Annual Performance Targets have been achieved for
each of the Fiscal Years occurring prior to the Fiscal Year in which the Change
in Control occurs (either at such time(s) as determined pursuant to Section 3.1(a)(ii) above
or on a “catch-up” basis or (y)
as a result of the Change in Control, (A) Fusion or its Affiliates
achieves a gross internal rate of return on its equity investment in the
Company of not less than 25% (on a fully diluted basis, assuming the inclusion
of all shares of Common Stock underlying all Performance Options), as
determined in good faith by Kohlberg Kravis Roberts & Co. L.P. (“KKR”)
or its Affiliates, as applicable, and consistent with the past practice of KKR
or its Affiliates, as applicable, and (B) Fusion or its Affiliates
earns at least 3.0 times the Base Price for each share of Common Stock held by
it immediately prior to the Change in


 


6





















 


Control (as determined in good faith by KKR or its Affiliates, as
applicable, and consistent with the past practice of KKR or its Affiliates, as
applicable).   In connection with the
determination under Section 3.1(b)(ii)(x), above, if a Change in Control
occurs during a Fiscal Year, the Board shall determine in good faith what
percentage of the Performance Option will become vested and exercisable in
connection with the Change in Control based upon quarterly performance targets
measuring EBITDA over the trailing twelve month period.  Further, in connection with the determination
under Section 3.1(b)(ii)(y), above, in the event that Fusion or its
Affiliates disposes of all Common Stock held (directly or indirectly) by it
prior to the occurrence of a Change in Control, all references to “Fusion” or “KKR”
set forth in clause (y) above shall instead refer to the DLJMB Funds.


 


(c)           Determination
Date.  The determination of whether and to what
extent any Annual Performance Target(s) and/or Cumulative Performance Target(s)
is/are achieved shall be made by the Board (or a designated committee thereof)
at such time as the financial statements in respect of the applicable Fiscal
Year are completed (the date on which such determination is made, the “Determination
Date”).


 


(d)           Effect of
Termination of Employment on Option Vesting Schedule.  Notwithstanding the foregoing, no Option
shall become exercisable as to any additional shares of Common Stock (which
does not otherwise become exercisable in accordance with Section 3.1(a) above
following the termination of employment of the Optionee for any reason and any
Option, which is unexercisable as of the Optionee’s termination of employment,
shall be immediately cancelled without payment therefor.


 


Section 3.2.            –
Expiration of Option


 


Except as
otherwise provided in Section 5 or 6 of the Management Stockholder’s
Agreement, the Optionee may not exercise the Option to any extent after the
first to occur of the following events:


 


(a)           The tenth anniversary of the Grant Date;


 


(b)           The first anniversary of the date of the Optionee’s
termination of employment, if the Optionee’s employment is terminated by reason
of death or Permanent Disability;


 


(c)           Immediately upon the date of the Optionee’s termination of
employment by the Company or its Subsidiaries or Affiliates for Cause;


 


(d)           Ninety (90) days after the date of an Optionee’s termination
of employment by the Company or any of its Subsidiaries or Affiliates without
Cause (for any reason other than as set forth in Section 3.2(b));


 


(e)           Ninety (90) days after the date of an Optionee’s termination
of employment with the Company or any of its subsidiaries or affiliates by the
Optionee with Good Reason;


 


7





















 


(f)            Immediately upon the date of an
Optionee’s termination of employment with the Company or any of its
subsidiaries or affiliates by the Optionee without Good Reason;


 


(g)           The date the Option is terminated pursuant to Section 5
or 6 of the Management Stockholder’s Agreement; or


 


(h)           At the discretion of the Company, if the Committee so
determines pursuant to Section 9 of the Plan, the effective date of either
the merger or consolidation of the Company into another Person, or the exchange
or acquisition by another Person of all or substantially all of the Company’s
assets or 80% or more of its then outstanding voting stock, or the
recapitalization, reclassification, liquidation, dissolution or other corporate
event of the Company after (x) ten (10) days prior written notice to the
Optionee that the Company intends to exercise such discretion and an
opportunity for the Optionee to exercise his Options (whether or not then
otherwise vested and exercisable), (y) payment to the Optionee in respect of
the termination of his Options, or (z) an opportunity for the Executive to
convert his Options into new options to purchase voting securities of the
surviving or parent entity, in connection with such transaction.


 


ARTICLE IV



EXERCISE OF OPTION


 


Section 4.1.            –
Person Eligible to Exercise


 


Except as
otherwise provided in the Management Stockholder’s Agreement, during the
lifetime of the Optionee, only he may exercise an Option or any portion
thereof.  After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when an
Option becomes unexercisable under Section 3.2, be exercised by his
personal representative or by any person empowered to do so under the Optionee’s
will or under the then applicable laws of descent and distribution.


 


Section 4.2.            –
Partial Exercise


 


Any
exercisable portion of an Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole
shares of Common Stock only.


 


Section 4.3.            –
Manner of Exercise


 


An Option, or
any exercisable portion thereof, may be exercised solely by delivering to the
Secretary or his office all of the following prior to the time when the Option
or such portion becomes unexercisable under Section 3.2:


 


(a)           Notice in writing signed by the Optionee or the other person
then entitled to exercise the Option or portion thereof, stating that the
Option or portion thereof is thereby exercised, such notice complying with all
applicable rules established by the Committee;


 


8





















 


(b)           Full payment (in cash or by check or by a combination
thereof) for the shares with respect to which such Option or portion thereof is
exercised;


 


(c)           A bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that the shares of
Common Stock are being acquired for his own account, for investment and without
any present intention of distributing or reselling said shares or any of them
except as may be permitted under the Securities Act of 1933, as amended (the “Act”),
and then applicable rules and regulations thereunder, and that the
Optionee or other person then entitled to exercise such Option or portion
thereof will indemnify the Company against and hold it free and harmless from
any loss, damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above; provided, however, that the
Committee may, in its reasonable discretion, take whatever additional actions
it deems reasonably necessary to ensure the observance and performance of such
representation and agreement and to effect compliance with the Act and any
other federal or state securities laws or regulations;


 


(d)           Full payment to the Company of all amounts which, under
federal, state or local law, it is required to withhold upon exercise of the
Option; and


 


(e)           In the event the Option or portion thereof shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the option.


 


Without
limiting the generality of the foregoing, the Committee may require an opinion
of counsel acceptable to it to the effect that any subsequent transfer of
shares acquired on exercise of an Option does not violate the Act, and may
issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on
exercise of this Option shall bear an appropriate legend referring to the
provisions of subsection (c) above and the agreements herein. The
written representation and agreement referred to in subsection (c) above
shall, however, not be required if the shares to be issued pursuant to such
exercise have been registered under the Act, and such registration is then
effective in respect of such shares.


 


Section 4.4.            –
Conditions to Issuance of Stock Certificates


 


The shares of
stock deliverable upon the exercise of an Option, or any portion thereof, may
be either previously authorized but unissued shares or issued shares, which
have then been reacquired by the Company. 
Such shares shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any certificate or certificates for shares of stock purchased upon the
exercise of an Option or portion thereof prior to fulfillment of all of the
following conditions:


 


(a)           The obtaining of approval or other clearance from any state
or federal governmental agency which the Committee shall, in its reasonable and
good faith discretion, determine to be necessary or advisable; and


 


9





















 


The lapse of such reasonable period of time following
the exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience or as may otherwise be required by
applicable law.


 


Section 4.5.            –
Rights as Stockholder


 


Except as
otherwise provided in Section 2.4 of this Agreement, the holder of an
Option shall not be, nor have any of the rights or privileges of, a stockholder
of the Company in respect of any shares purchasable upon the exercise of the
Option or any portion thereof unless and until certificates representing such
shares shall have been issued by the Company to such holder.


 


ARTICLE V



MISCELLANEOUS


 


Section 5.1.            –
Administration


 


The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the Optionee,
the Company and all other interested persons. 
No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Option.  In its absolute discretion,
the Board may at any time and from time to time exercise any and all rights and
duties of the Committee under the Plan and this Agreement.


 


Section 5.2.            –
Option Not Transferable


 


Neither the
Option nor any interest or right therein or part thereof shall be liable for
the debts, contracts or engagements of the Optionee or his successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that this Section 5.2 shall not
prevent transfers by will or by the applicable laws of descent and
distribution.


 


Section 5.3.            –
Notices


 


Any notice to
be given under the terms of this Agreement to the Company shall be addressed to
the Company in care of its Secretary, and any notice to be given to the
Optionee shall be addressed to him at the address given beneath his signature
hereto.  By a notice given pursuant to
this Section 5.3, either party may hereafter designate a different address
for notices to be given to him.  Any
notice, which is required to be given to the Optionee, shall, if the Optionee
is then deceased, be given to the Optionee’s personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section


 


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5.3.  Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service.


 


Section 5.4.            –
Titles; Pronouns


 


Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.  The masculine pronoun shall include the
feminine and neuter, and the singular the plural, where the context so
indicates.


 


Section 5.5.            –
Applicability of Plan and Management Stockholder’s Agreement


 


The Option and
the shares of Common Stock issued to the Optionee upon exercise of the Option
shall be subject to all of the terms and provisions of the Plan and the
Management Stockholder’s Agreement, to the extent applicable to the Option and
such shares.  In the event of any
conflict between this Agreement and the Plan, the terms of the Plan shall
control.  In the event of any conflict
between this Agreement or the Plan and the Management Stockholder’s Agreement,
the terms of the Management Stockholder’s Agreement shall control.


 


Section 5.6.            –
Amendment


 


This Agreement
may be amended only by a writing executed by the parties hereto, which
specifically states that it is amending this Agreement.


 


Section 5.7.            –
Governing Law


 


The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Agreement regardless of the law
that might be applied under principles of conflicts of laws.


 


Section 5.8.            –
Arbitration


 


In the event of any controversy among the
parties hereto arising out of, or relating to, this Agreement which cannot be
settled amicably by the parties, such controversy shall be finally, exclusively
and conclusively settled by mandatory arbitration conducted expeditiously in
accordance with the American Arbitration Association rules, by a single
independent arbitrator.  Such arbitration
process shall take place within 100 miles of the New York City metropolitan
area.  The decision of the arbitrator
shall be final and binding upon all parties hereto and shall be rendered
pursuant to a written decision, which contains a detailed recital of the
arbitrator’s reasoning.  Judgment upon
the award rendered may be entered in any court having jurisdiction
thereof.  Each party shall bear its own
legal fees and expenses, unless otherwise determined by the arbitrator.  Notwithstanding anything herein to the
contrary, if the Employment Agreement contains a similar provision relating to
arbitration and/or dispute resolution, such provision in the Employment
Agreement shall govern any controversy hereunder.


 


[Signatures on next page.]


 


11





















 


IN WITNESS
WHEREOF, this Agreement has been executed and delivered by the parties hereto.


 


	
   

  	
  VISANT HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 





















 


	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDRESS:

  



 


 


	
  Aggregate
  number of shares of Common Stock  for
  which the Performance Option granted
  hereunder is exercisable (100% of number of shares):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Base Price:

  	
   

  	
  $                 per share

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
                                  ,
  200