Exhibit 10.32


 


FORM OF SALE PARTICIPATION AGREEMENT


 


                , 200   


 


	
  To:

  	
   

  	
  The Person whose name is

  
	
   

  	
   

  	
  set forth on the signature page hereof

  



 


 


Dear Sir or
Madam:


 


You have
entered into a Management Stockholder’s Agreement, dated as of the date hereof,
between Visant Holding Corp. (formally known as Jostens Holding Corp.), a
Delaware corporation (the “Company”), and you (the “Stockholder’s
Agreement”) relating to (i) the granting to you by the Company of an Option
(as defined in the Stockholder’s Agreement) to purchase shares of Class A
common stock, par value $0.01 per share, of the Company (the “Class A Common
Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in
the Stockholder’s Agreement).  The
undersigned, 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” and, Fusion and the
DLJMB Funds, each an “Investor” and together Fusion and the DLJMB Funds,
the “Investors”) hereby agrees with you as follows, effective upon such
grant of an Option:


 


1.                                       (a)                                  In
the event that at any time Fusion (together with any of its affiliates, to the
extent provided for in Paragraph 8 hereof, the “Selling Investors”)
proposes to sell for cash or any other consideration any shares of Class A
Common Stock or Class C common stock, par value $0.01 per share, of the Company
(the “Class C Common Stock” and, together with the Class A Common Stock,
the “Common Stock”) owned by it, in any transaction other than a Public
Offering (as defined in the Stockholder’s Agreement) or a sale to an affiliate
of the Selling Investors, the Selling Investors will notify you or your
Management Stockholder’s Estate or Management Stockholder’s Trust (as such
terms are defined in the Stockholder’s Agreement, and collectively with you,
the “Management Stockholder Entities”), as the case may be, in writing
(a “Notice”) of such proposed sale (a “Proposed Sale”) and the
material terms of the Proposed Sale as of the date of the Notice (the “Material
Terms”) promptly, and in any event not less than 15 days prior to the
consummation of the Proposed Sale and not more than five days after the
execution of the definitive agreement relating to the Proposed Sale, if any
(the “Sale Agreement”).


 


(b)                                 If
at any time Fusion and any of its affiliates no longer own any shares of Common
Stock, the term “Selling Investors” shall thereafter refer to the DLJMB Funds
and any of its affiliates, to the extent provided in Section 8 hereof.


 


(c)                                  If,
within 10 days after the Management Stockholder Entities’ receipt of
Notice under Section 1(a) or 1(b), the Selling Investors receive from the
Management Stockholder Entities a written request (a “Request”) to
include Common Stock held by the


 





















 


Management
Stockholder Entities in the Proposed Sale (which Request shall be irrevocable
unless (a) there shall be a material adverse change in the Material Terms
or (b) if otherwise mutually agreed to in writing by the Management
Stockholder Entities, and the Selling Investor), the Common Stock held by you
will be so included as provided herein; provided that only one Request, which
shall be executed by the Management Stockholder Entities, may be delivered with
respect to any Proposed Sale for Common Stock held by the Management
Stockholder Entities.  Promptly after the
execution of the Sale Agreement, the Selling Investors will furnish the
Management Stockholder Entities with a copy of the Sale Agreement, if any.


 


2.                                       (a)                                  The
number of shares of Common Stock which the Management Stockholder Entities will
be permitted to include in a Proposed Sale pursuant to a Request will be the
product of (i) the sum of the number of shares of Common Stock then owned
by the Management Stockholder Entities (and held pursuant to the Stockholder’s
Agreement) plus all shares of Common Stock which you are then entitled
to acquire under any unexercised portion of the Option, to the extent such
Option is then exercisable or would become exercisable as a result of the
consummation of the Proposed Sale, multiplied by (ii) a fraction
(A) the numerator of which shall be the aggregate number of shares of
Common Stock proposed to be purchased by the buyer in the Proposed Sale and
(B) the denominator of which shall be the total number of shares of Common
Stock owned, or which would be owned upon exercise of any exercisable Options
(to the extent any such Options are then exercisable or would be exercisable as
a result of the consummation of the Proposed Sale), by the Selling Investors,
the Management Stockholder Entities and other holders of shares of Common Stock
who have been granted the same rights granted to the Management Stockholder
Entities to participate in the Proposed Sale (an “Eligible Holder”), as
the case may be.


 


(b)                              If
one or more Eligible Holders elect not to include the maximum number of shares
of Common Stock which such holders would have been permitted to include in a
Proposed Sale pursuant to Paragraph 2(a) (such non-included shares, the “Eligible
Shares”), then each of the Selling Investors, or the remaining Eligible
Holders, or any of them, will have the right to sell in the Proposed Sale a
number of additional shares of their Common Stock equal to their pro rata
portion of the number of Eligible Shares, based on the relative number of
shares of Common Stock then held by each such holder plus all shares of
Common Stock which each such holder would then be entitled to acquire under any
unexercised portion of the Option, to the extent such Option is then
exercisable or would become exercisable as a result of the consummation of the
Proposed Sale, and such additional shares of Common Stock which any such holder
or holders propose to sell shall not be included in any calculation made
pursuant to Paragraph 2(a) for the purpose of determining the number of
shares of Common Stock which the Management Stockholder Entities will be
permitted to include in a Proposed Sale. 
The Selling Investors, or any of them, will have the right to sell in
the Proposed Sale additional shares of Common Stock owned by them equal to the
number, if any, of remaining Eligible Shares which will not be included in the
Proposed Sale pursuant to the foregoing.


 


3.                                       Except
as may otherwise be provided herein, shares of Common Stock subject to a
Request will be included in a Proposed Sale pursuant hereto and in any
agreements with purchasers relating thereto on the same terms and subject to
the same conditions applicable to the shares of Common Stock which the Selling
Investors propose to sell in the Proposed Sale. 
Such terms and conditions shall include, without limitation:  the pro rata reduction of the number of


 


2





















 


shares of Common Stock to be sold by the Selling
Investors, the Management Stockholder Entities and any Eligible Holders to be
included in the Proposed Sale if required by the party proposing such Sale; the
sale price; the payment of fees, commissions and expenses; the provision of,
and representation and warranty as to, information reasonably requested by the
Selling Investors covering matters regarding the Management Stockholder
Entities’ ownership of shares; and the provision of requisite indemnification; provided
that any indemnification provided by the Management Stockholder Entities shall
be pro rata in proportion with the number of shares of Common Stock to be sold.


 


4.                                       Upon
delivering a Request, the Management Stockholder Entities will, if requested by
the Selling Investors, execute and deliver a custody agreement and power of
attorney in form and substance reasonably satisfactory to the Selling Investors
with respect to the shares of Common Stock which are to be sold by the
Management Stockholder Entities pursuant hereto (a “Custody Agreement and
Power of Attorney”).  The Custody
Agreement and Power of Attorney will contain customary provisions and will
provide, among other things, that the Management Stockholder Entities will
deliver to and deposit in custody with the custodian and attorney-in-fact named
therein a certificate or certificates (if such shares are certificated)
representing such shares of Common Stock (duly endorsed in blank by the
registered owner or owners thereof) and irrevocably appoint said custodian and
attorney-in-fact as the Management Stockholder Entities’ agent and
attorney-in-fact with full power and authority to act under the Custody Agreement
and Power of Attorney on the Management Stockholder Entities’ behalf with
respect to the matters specified therein.


 


5.                                       The
Management Stockholder Entities’ right pursuant hereto to participate in a
Proposed Sale shall be contingent on the Management Stockholder Entities’
strict compliance with each of the provisions hereof and the Management
Stockholder Entities’ respective willingness to execute such documents in
connection therewith as may be reasonably requested by the Selling Investors.


 


6.                                       (a)  If (i) an Investor owns shares of Common
Stock in an amount that is equal to or exceeds 65% of the then issued and
outstanding (after taking into account any options that will be accelerated as
a result of the transaction) Common Stock (such Investor the “Lead Investor”),
(ii) the Lead Investor proposes to transfer at least 50.1% of the issued and
outstanding Common Stock (after taking into account any options that will be
accelerated as a result of the transaction) in a bona fide arm’s length
transaction to a person not Affiliated (as defined in the Stockholders
Agreement, dated as of October 4, 2004, among the Company, Fusion and the
DLJMB Funds (the “Investor Stockholders Agreement”) with the Lead
Investor and (iii) if at such time the other Investor or its affiliates own
shares of Common Stock, the Lead Investor also exercises its “drag along” right
under Section 3.5 of the Investor Stockholders Agreement with respect to
shares of Common Stock owned by the other Investor or its affiliates, then if
requested by the Lead Investor, the Management Stockholder Entities shall be
required to sell the same percentage of their shares of Common Stock as the
Lead Investor is selling in the transaction (such transaction, a “Drag
Transaction”); provided, however, that in such event, the
order in which the shares of Common Stock held by the Management Stockholder
Entities shall be required to be sold shall be: first, any shares of Common
Stock then held by the Management Stockholder Entities that constitutes
Purchased Stock (as defined in the Stockholder’s


 


3





















 


Agreement); and second, any shares of Common Stock
acquired pursuant to the exercise of any exercisable Options.


 


(b)                                 Shares
of Common Stock held by the Management Stockholder Entities included in a Drag
Transaction will be included in any agreements with purchasers relating thereto
on the same terms and subject to the same conditions applicable to the shares
of Common Stock which the Lead Investor propose to sell in the Dragged
Transaction.  Such terms and conditions
shall include, without limitation:  the
pro rata reduction of the number of shares of Common Stock to be sold by the
Lead Investor, the other Investor and the Management Stockholder Entities to be
included in the Drag Transaction if required by the party proposing such Drag
Transaction; the sale price; the payment of fees, commissions and expenses; the
provision of, and representation and warranty as to, information reasonably
requested by the Lead Investor covering matters regarding the Management
Stockholder Entities’ ownership of shares; and the provision of requisite
indemnification; provided that any indemnification provided by the
Management Stockholder Entities shall be pro rata in proportion with the number
of shares of Common Stock to be sold.


 


(c)                                  In
the event of a transaction which results in a Change in Control (as defined in
the Stockholder’s Agreement) but is not a Drag Transaction in which the Lead
Investor has exercised its rights pursuant to Section 6(a) or the
Management Stockholder Entities have exercised their rights pursuant to Section 1
(a “Proposed Transaction”), you agree on behalf of the Management
Stockholder Entities, to bear your pro rata share of any fees, commissions,
adjustments to purchase price, expenses or indemnities borne by the Selling
Investors.


 


(d)                                 Your
pro rata share of any amount to be paid pursuant to Section 3 or paragraph
6(b) or 6(c) shall be based upon the number of shares of Common Stock intended
to be transferred by the Management Stockholder Entities plus the number of
shares of Common Stock you would have the right to acquire under any
unexercised portion of the Option which is then vested or would become vested
as a result of the Proposed Sale or Proposed Transaction, assuming that you
receive a payment in respect of such Option.


 


7.                                       The
obligations of the Selling Investors hereunder shall extend only to the
Management Stockholder Entities, and none of the Management Stockholder
Entities’ successors or assigns shall have any rights pursuant hereto.


 


8.                                       If
the Selling Investors or any of them transfer any of their interests in the
Company to an affiliate of any of the Selling Investors, such affiliate shall
assume the obligations hereunder of the Selling Investors.


 


9.                                       This
Agreement shall terminate and be of no further force and effect on the fifth
anniversary of the first occurrence of a Public Offering (as defined in the
Stockholder’s Agreement).


 


10.                                 All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to
the party to be notified, (b) when sent by confirmed facsimile if sent during
normal business hours of the recipient, if not, then on the next business day, provided
that a copy of such notice is also sent


 


4





















 


via nationally recognized overnight courier,
specifying next day delivery, with written verification of receipt, (c) five
(5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid or (d) one (1) business day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  All
communications shall be sent to such party’s address as set forth below or at
such other address or to such other person as the party shall have furnished to
each other party in writing in accordance with this provision:


 


If to Fusion, to them at the following address:


 


Fusion Acquisition
LLC


c/o Kohlberg
Kravis Roberts & Co. L.P.


9 West 57th
Street


New York, New
York  10019


Attn:  Alexander Navab


 


with a copy to:


 


Simpson Thacher & Bartlett LLP


425 Lexington Avenue


New York, New York  10017


Attn: 
Gary Horowitz, Esq.


 


If to the DLJMB Funds, to them at the following
address:


 


c/o
DLJ Merchant Banking III, Inc.

Eleven Madison Avenue

New York, NY 10010

Attention:  Thompson Dean


 


with a
copy to:


 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:  Douglas P. Warner, Esq.


 


If to the Company, to the Company at the following
address:


 


Visant Holding Corp.

One Byram Brook Place, Suite 202

Armonk, NY  10504

Attention:  General Counsel


 


with a copy to:


 


Simpson Thacher & Bartlett LLP


 


5





















 


425 Lexington Avenue


New York, New York  10017


Attn: 
Gary Horowitz, Esq.


 


with a
copy to:


 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:  Douglas P. Warner, Esq.


 


If to you, to
you at the address first set forth above herein;


 


If to your
Management Stockholder’s Estate or Management Stockholder’s Trust, to the
address provided to the Company by such entity.


 


11.                                 The
laws of the State of Delaware shall govern the interpretation, validity and
performance of the terms of this Agreement. 
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.  Each party hereto hereby irrevocably waives
any right that it may have had to bring an action in any court, domestic or
foreign, or before any similar domestic or foreign authority with respect to
this Agreement.


 


12.                                 This
Agreement may be executed in counterparts, and by different parties on separate
counterparts, each of which shall be deemed an original, but all such counterparts
shall together constitute one and the same instrument.


 


13.                                 It
is the understanding of the undersigned that you are aware that no Proposed
Sale is contemplated and that such a sale may never occur.


 


[Signatures
on next page]


 


6





















 


If the foregoing accurately sets forth our agreement, please
acknowledge your acceptance thereof in the space provided below for that
purpose.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  FUSION ACQUISITION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING PARTNERS III,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ OFFSHORE PARTNERS III-1, C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ OFFSHORE PARTNERS III-2, C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DLJ OFFSHORE PARTNERS III, C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  DLJ MB PARTNERS III GmbH & Co. KG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLENNIUM PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MBP III PLAN INVESTORS, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed this        
  day of

  	
   

  
	
   

  	
   

  
	
                         
  200  .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: