**Exhibit10.2**

 

**CHANGEIN CONTROL SEVERANCE AGREEMENT**

***Marie D. Hlavaty***

CHANGE IN CONTROL SEVERANCEAGREEMENT (the “Agreement”) dated May 10, 2007 by and among VisantHolding Corp., a Delaware corporation (the “Company”), VisantCorporation, a Delaware corporation (the “Employer”) and Marie D.Hlavaty (“Executive”).

The Company and Employer desireto induce Executive to remain in employment by providing Executive protectionin the event of a termination of Executive’s employment in certaincircumstances, and Executive desires to continue to be employed by the Employerand to accept such protection.

In consideration of thepromises and mutual covenants contained herein and for other good and valuableconsideration, the parties agree as follows:

# 1.             Term.  ThisAgreement shall be effective for a period commencing on the date of thisAgreement and ending at 11:59 p.m. on December 31, 2009(the “Initial Term”); provided,however, that commencing with January 1, 2010 and on each anniversary thereof (each, an “ExtensionDate”), the Initial Term shall automatically be extended for an additionaltwelve (12) month period, unless the Company or Executive provides the otherparty hereto prior written notice 90 days****before thenext Extension Date that the term of this Agreement shall not be so extended(the Initial Term and any annual extensions of the term of this Agreement,together, the “Term”). Notwithstanding the foregoing, this Agreement shall, if in effect on thedate of a Change in Control (as defined in Section 3 below), remain in effectfor two years following a Change in Control.

# 2.             Termination of Employment.

## a.            Subject to (A) Executive’s execution, delivery andnon-revocation of a severance agreement, including a general waiver and releaseof claims against the Company and its Affiliates in a form reasonably acceptableto the Employer and (B) continued compliance with the restrictive covenants towhich Executive is otherwise bound, if, during the Term, Executive’s employment with the Employer isterminated at any time upon the effectiveness of, or within two years following,a Change of Control by (x) the Company or the Employer without Cause or (y) Executivefor Good Reason (as each such term is defined in Section 3 below),  Executiveshall be entitled to receive from****theEmployer:

### (i)                  a cash severance payment equalto one (1) times the sum of: (x) Executive’s annual rate of base salary, as ineffect immediately prior to the date on which such termination occurs (withoutgiving effect to any reduction giving rise to Good Reason) and (y) an amountequal to the higher of (A) Executive’s annual cash bonus for the fiscal year oftermination assuming payment of the bonus at the rate at which Executive wouldbe entitled if the target threshold under the bonus plan had been achieved(without giving effect to any reduction giving rise to Good Reason) or (B) anamount equal to the average percentage bonus rate actually earned by Executivein respect of the two fiscal years prior to the fiscal year of terminationapplied to Executive’s annual rate of base salary, as in effect immediatelyprior to the date on

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### which such termination occurs (without giving effect to any reductiongiving rise to Good Reason), payable in equal installments in accordance withthe normal payroll practices of the Employer over the twelve (12) month periodfollowing the last day Executive was actively employed by the Employer (suchtwelve (12) month period, the “Severance Period”); provided, however,that such payment shall be in lieu of notice or any other severance benefits towhich Executive might otherwise be entitled, except as may be required byapplicable law;

### (ii)                 an amount equal to the annualcash bonus that Executive would have received in accordance with the terms ofthe applicable bonus plan assuming the target threshold under such plan hadbeen achieved (without giving effect to any reduction giving rise to GoodReason), if Executive had remained employed by the Employer through the end ofthe fiscal year of the Employer in which such termination occurs, paid at suchtime as the bonus would otherwise have been paid to Executive under the termsof such plan; provided, however, that, if Executive’s employmentterminates prior to September 30 of a given year, such amount shall be multipliedby the Pro-Rate Factor (as defined in Section 3 below) (as applicable toExecutive’s employment with the Employer);

### (iii)                all earned and unpaid and/orvested, nonforfeitable amounts owing or accrued at the date of Executive’s terminationof employment (including any earned but unpaid base salary, vacation, and anyannual cash bonus that is earned by Executive but unpaid as of the date oftermination for any previously completed fiscal year) under any compensationand benefit plans, programs, and arrangements of the Company and its Affiliatesin which Executive theretofor participated, including, without limitation, as aresult of a “change in control” (as may be defined under the respective plan orprogram), payable in accordance with the terms and conditions of the plans,programs, and arrangements (and agreements and documents thereunder) pursuantto which such compensation and benefits were granted or accrued; and

### (iv)                reimbursement for any unreimbursedbusiness expenses properly incurred by Executive in accordance with the Employer’spolicy prior to the termination date.

Inaddition, the Employer shall permit Executive (and those of Executive’s dependentsenrolled at the time of Executive’s termination of employment, if any) tocontinue the coverage of Executive’s group health benefits in accordance withthe terms and conditions of the applicable group health benefit plan(s), asthey may be replaced or changed from time to time, through the earlier of (i)the end of the Severance Period and (ii) the date on which Executive receivescomparable group health benefits from any subsequent employer (such period, the“Benefits Continuation Period”). Effective as of the first day of the month following the month ofExecutive’s termination of employment, Executive (and those of Executive’s dependentsenrolled at the time of such termination of employment, if any) will have theright to continue group health benefit coverage subject to and in accordancewith the terms and conditions of the Consolidated Omnibus Budget ReconciliationAct of 1985, as amended (“COBRA”) by exercising the COBRA continuationprivileges, if any, as provided by law.

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During theBenefits Continuation Period,****the Employer****agrees to pay the premium for such coverage over and abovethe then-active employee contribution for group health benefits coverage (assuch premiums may change from time to time) for Executive and Executive’s enrolleddependents (the “COBRA Subsidy”) and Executive shall be responsible forpaying the balance of the premium above the COBRA Subsidy (*i.e.,*the active employee premium amount).  Thecontinued coverage will be subject to the terms and conditions of the grouphealth benefit plan(s) that apply to active employees generally, including****the Employer’s****right to amendand terminate such plan(s).  Followingthe Benefits Continuation Period, Executive and Executive’s dependents, to theextent they are enrolled in the group health benefit plan(s) at the conclusionof the Benefits Continuation Period, will have the right to continue theircoverage pursuant to and in accordance with the terms and conditions of COBRAfor the remainder of the applicable COBRA period, subject to, among otherthings, payment of the full**COBRA premiumfor Executive and/or Executive’s covered dependents.  Notwithstanding the foregoing, in the event that(x) such continued coverage is not permissible under the terms of such plan(s)or (y) such plan(s) are terminated, the Employer shall, in lieu of providingsuch coverage, pay Executive (on an after-tax basis) an amount equal to theCOBRA Subsidy the Employer would have otherwise paid on Executive’s behalf forsuch coverage during the Benefits Continuation Period.

## b.             Following Executive’s terminationor resignation (as the case may be), except as set forth in this Section 2 andSection 5 below, Executive shall have no further rights to any othercompensation or benefits under this Agreement or any other severance plan orarrangement maintained by the Company or any of its Affiliates, except asotherwise provided under any stock option or management stockholder’s agreemententered into by and between Executive and the Company or any of its Affiliates.

# 3.             Definitions.For purposes of this Agreement:

# a.             “Affiliate” shall mean withrespect to any Person, any entity directly or indirectly controlling,controlled by or under common control with such Person.

# b.             “Board” shall mean the Boardof Directors of the Company.

# c.             “Cause” shall mean “Cause”as such term may be defined in any employment agreement between Executive andthe Employer or any of its Affiliates (the “Employment Agreement”) or,if there is no such Employment Agreement, “Cause” shall mean, as determined inthe reasonable good faith judgment of the Employer or any of its Affiliates, asapplicable:

# (i)            Executive’swillful and continued failure to perform Executive’s material duties withrespect to the Company or any of its subsidiaries which continues beyond ten(10) days after a written demand for substantial performance is delivered toExecutive by the Company or any of its subsidiaries (the “Cure Period”);

# (ii)           thewillful or intentional engaging by Executive in conduct that causes materialand demonstrable injury, monetarily or otherwise, to the Company, the Investorsor their respective Affiliates;

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# (iii)          thecommission by Executive of a crime constituting (A) a felony under thelaws of the United States or any state thereof or (B) a misdemeanorinvolving moral turpitude; or

# (iv)         amaterial breach of by Executive of this Agreement or other agreements,including, without limitation, engaging in any action in breach of restrictivecovenants, herein or therein, that continues beyond the Cure Period (to theextent that, in the Board’s reasonable judgment, such breach can be cured).

d.             “Code” shall mean theInternal Revenue Code of 1986, as amended.

e.             “Change in Control” shallmean (i) the sale (in one transaction or a series of transactions) of allor substantially all of the assets of the Company to an Unaffiliated Person (asdefined below); (ii) a sale (in one transaction or a series oftransactions) resulting in more than 50% of the voting stock of the Companybeing held by an Unaffiliated Person; (iii) a merger, consolidation,recapitalization or reorganization of the Company with or into an UnaffiliatedPerson; *if and only if* any suchevent listed in clauses (i) through (iii) above results in the inabilityof the Investors, or any member or members of the Investors, to designate orelect a majority of the Board (or the board of directors of the resultingentity or its parent company).  Forpurposes of this definition, the term “Unaffiliated Person” means any Person or“group” (as such term is defined in Sections 13(d)(3) and 14(d)(2) of theSecurities Exchange Act of 1934, as amended) who is not (x) an Investor orany member of the Investors, (y) an Affiliate of any Investor or anymember of any Investor, or (z) an entity in which any Investor, or anymember of any Investor holds, directly or indirectly, a majority of theeconomic interests in such entity.

# f.              “GoodReason” shall mean “Good Reason” as such term is defined in the EmploymentAgreement, or if there is no such Employment Agreement, “Good Reason” shallmean:

# (i)            areduction in Executive’s base salary or annual incentive compensation (other thana general reduction in base salary that affects all members of seniormanagement in substantially the same proportions, provided that Executive’sbase salary is not reduced by more than 10%);

# (ii)           asubstantial reduction or adverse change in Executive’s duties andresponsibilities;

# (iii)          atransfer of Executive’s primary workplace by more than fifty miles from thecurrent workplace;

# (iv)         failureof the Company or the Employer to comply with and satisfy Section 7(d) of thisAgreement; or

# (v)          failureof the Company, the Employer or any successor to maintain the Agreement for atwo year period following a Change in Control.

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# and provided,further, that “Good Reason” shall cease to exist for any such event onthe 90th day following the later of its occurrence or Executive’sknowledge thereof, unless Executive has given the Employer or any of itsAffiliates, as applicable, written notice of “Good Reason” prior to such date.

g.           “Investors” shall mean FusionAcquisition LLC, a Delaware limited liability company, and DLJ Merchant BankingPartners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore PartnersIII-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.

h.           “Person” shall mean “person,”as such term is used for purposes of Sections 13(d)(3) and 14(d)(2) of theSecurities Exchange Act of 1934, as amended.

i.             “Pro-Rate Factor” shall meana fraction, (i) the numerator of which is equal to the number of days that Executiveis employed by the Employer during the fiscal year in which Executive’semployment terminates, and (ii) the denominator of which is the number of daysin such fiscal year.

# 4.             Notice of Termination.  Any purported termination of employment bythe Employer or any of its Affiliates, as applicable, or by Executive (other than due to Executive’sdeath) shall be communicated by written Notice of Termination to the otherparty hereto in accordance with Section 7(f) hereof.  For purposes of this Agreement, a “Notice ofTermination” shall mean a notice which shall indicate the specific terminationprovision in this Agreement relied upon and the date of termination, and shallset forth in reasonable detail the facts and circumstances claimed to provide abasis for termination of employment under the provision so indicated.

# 5.             Arbitration.  Anydispute arising out of or asserting breach of this Agreement shall beexclusively resolved by binding statutory arbitration in accordance with theEmployment Dispute Resolution Rules of the American ArbitrationAssociation.  Such arbitration processshall take place in New York, New York. A court of competent jurisdiction may enter judgment upon the arbitrator’saward.  Each party shall pay the costsand expenses of arbitration (including fees and disbursements of counsel)incurred by such party in connection with any dispute arising out of orasserting breach of this Agreement.

# 6.             Section 409A.  If anyprovision of this Agreement (or of any award of compensation, including equitycompensation or benefits) would cause Executive to incur any additional tax orinterest under Section 409A of the Code or any regulations or Treasuryguidance promulgated thereunder, the Company shall, after consulting withExecutive, reform such provision to comply with Section 409A of the Code; providedthat the Company agrees to maintain, to the maximum extent practicable, theoriginal intent and economic benefit to Executive of the applicable provisionwithout violating the provisions of Section 409A of the Code.

# Notwithstanding anything herein to the contrary, if atthe time of Executive’s termination of employment with the Employer or any ofits Affiliates Executive is a “specified employee” as defined in Section 409Aof the Code and the deferral of the commencement of any payments or

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# benefits otherwisepayable hereunder as a result of such termination of employment is necessary inorder to prevent any accelerated or additional tax under Section 409A of theCode, then the Employer****will defer thecommencement of the payment of any such payments or benefits hereunder (withoutany reduction in such payments or benefits ultimately paid or provided toExecutive) until the date that is six months following Executive’s terminationof employment with the Employer or any of its Affiliates (or the earliest dateas is permitted under Section 409A of the Code).

# 7.             Miscellaneous.

## a.             Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of New York for agreements fully performedwithin the State.

## b.             Entire Agreement/Amendments.  This Agreement contains the entireunderstanding of the parties with respect to the subject matter containedherein, and during the Term supersedes all prior agreements, promises,warranties, covenants or undertakings between the parties with respect to thesubject matter herein.  This Agreementmay not be altered, modified, or amended except by written instrument signed bythe parties hereto.

## c.             No Waiver; Severability.  The failure of a party to insist upon strictadherence to any term of this Agreement on any occasion shall not be considereda waiver of such party’s rights or deprive such party of the right thereafterto insist upon strict adherence to that term or any other term of thisAgreement.  In the event that any one ormore of the provisions of this Agreement shall be or become invalid, illegal orunenforceable in any respect, the validity, legality and enforceability of theremaining provisions of this Agreement shall not be affected thereby and shallremain in full force and effect.

## d.             Successor; Binding Agreement.  This Agreement shall inure to and be bindingupon any successor or assign of the Company or the Employer (and such successoror assign shall hereafter be deemed the “Company” or “Employer” as the case maybe).  The Company and the Employer shallassign this Agreement and its respective obligations hereunder to any successoror assign thereof, whether by merger, consolidation, sale of substantially allof the Company’s assets or capital stock or otherwise, and the Company and theEmployer shall require any successor or assign to expressly assume and agree toperform the respective obligations of the Company and the Employer hereunder inthe same manner and to the same extent that the Company and the Employer wouldbe required to perform it if no such transfer or assignment had takenplace.  Any assignment or transfer ofthis Agreement not in compliance with the foregoing shall be void and of noforce and effect. This Agreement shall inure to the benefit of and beenforceable by Executive and Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.  If Executive should die whileany amount would still be payable to Executive hereunder had Executivecontinued to live, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to Executive’s devisee,legatee or other designee or, if there is no such designee, to Executive’sestate.

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## e.             Spendthrift Provision.  No right or interest of Executive under thisAgreement may be assigned, transferred or alienated, in whole or in part,either directly or by operation of law, and no such right or interest shall beliable for or subject to any debt, obligation or liability of Executive.

## f.              Notice. For the purpose of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to havebeen duly given when delivered by hand or overnight courier or three days afterit has been mailed by United States registered mail, return receipt requested,postage prepaid, addressed to the respective addresses set forth below in thisAgreement, or to such other address as either party may have furnished to theother in writing in accordance herewith, except that notice of change ofaddress shall be effective only upon receipt.

If to the Company or theEmployer:

Visant Holding Corp.

357 Main Street

Armonk, New York 10504

Attention: GeneralCounsel

If to Executive:

To the most recentaddress of Executive set forth in the personnel records of the Company and itssubsidiaries.

## g.             Withholding Taxes.  The Employer may withhold from any amountspayable under this Agreement such Federal, state and local taxes as may berequired to be withheld pursuant to any applicable law or regulation.

## h.             No Mitigation. Executive shall not be required to mitigate the amount of any paymentprovided for in this Agreement by seeking other employment or otherwise, norshall the amount of any payment or benefit provided for in this Agreement bereduced by any compensation earned by Executive as the result of employment byanother employer, by retirement benefits, by offset against any amount claimedto be owed by Executive to the Company or any of its Affiliates or otherwise,except to the extent expressly provided in Section 2(a) with respect to theprovision of group health benefits.

## i.              Survival.  Any provision hereunder that requiresperformance beyond the termination of this Agreement, and the Company’s, theEmployer’s and Executive’s obligations thereunder, shall survive anytermination of this Agreement.

## j.              Employment At Will.  Notwithstanding anything to the contrarycontained herein, Executive’s employment with the Employer or any of its Affiliatesis not for any specified term and may be terminated by Executive or theEmployer or any of its Affiliates at any time, for any reason, withoutliability except as provided herein or as required by law.

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## i.           Counterparts. This Agreement may be signed in counterparts, each of which shall be anoriginal, with the same effect as if the signatures thereto and hereto wereupon the same instrument.

[*Signatures on next page*]

 

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IN WITNESS WHEREOF, theparties hereto have duly executed this Agreement as of the day and year firstabove written.

 
| VISANT HOLDING CORP.              |
|-----------------------------------|
|                              |
|                              |
| By:                               |   /s/  Marc L. Reisch |   |
|                              | Title: President  and Chief Executive Officer |
|                              |
|                              |
| VISANT CORPORATION                |
|                              |
|                              |
| By:                               |   /s/  Marc L. Reisch |   |
|                              | Title: President  and Chief Executive Officer |
|                              |
|   /s/ Marie  D. Hlavaty |   |
| Marie D. Hlavaty                  |
|                                   |  |  |  |

 

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