EX-10.1






OUTLOOK GROUP CORP.




CHANGE IN CONTROL EMPLOYMENT AGREEMENT




This Agreement (the “Agreement”) is made as of the 25th day of July, 2005, by and between
OUTLOOK GROUP CORP., a Wisconsin corporation (hereinafter referred to as “Employer”), and
     (hereinafter referred to as “Employee”).



The Board of Directors of the Employer (the “Board”), has determined that it is in the best
interests of the Employer and its shareholders to assure that the Employer will have the continued
dedication of the Employee, notwithstanding the possibility, threat or occurrence of a Change in
Control (as defined below) of the Employer. The Board believes it is imperative to diminish the
inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by
a pending or threatened Change in Control and to encourage the Employee’s full attention and
dedication to the Employer currently and in the event of any threatened or pending Change in
Control, and to provide the Employee with compensation and benefits arrangements upon a Change in
Control which ensure that the compensation and benefits expectations of the Employee will be
satisfied and which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Employer to enter into this Agreement.



NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. Definitions.



(a) The “Effective Date” shall mean the first date during the Change in Control Period (as
defined in Section 1(b)) on which a Change in Control (as defined in Section 1(c)) occurs.
Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if
the Employee’s employment with the Employer or this Agreement is terminated prior to the date on
which the Change in Control occurs, and if it is reasonably demonstrated by the Employee that such
termination of employment or of this Agreement (i) was at the request of a third party who has
taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in
connection with or anticipation of a Change in Control, then for all purposes of this Agreement the
“Effective Date” shall mean the date immediately prior to the date of such termination of
employment or purported termination of this Agreement.



(b) The “Change in Control Period” shall mean the period commencing on the date of the
Agreement and ending on the first anniversary of such date; provided, however, that commencing on
the date one year after the date of this Agreement, and on each annual anniversary of such date
(such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal
Date”), unless previously terminated, the Change in Control Period shall be automatically extended
so as to terminate one year from such Renewal Date, unless at least 60 days prior to the Renewal
Date the Employer shall give notice to the Employee that the Change in Control Period shall not be
so extended.



(c) A “Change in Control” of the Employer shall mean an event which shall be deemed to have
occurred in the event that (a) the Employer sells over 50% of its business or assets in one or
more transactions over a consecutive 12-month period; (b) the Employer merges or consolidates with
or into any other corporation or entity such that the Employer’s shareholders prior to the
transaction or transactions do not own at least 50% of the surviving entity measured in terms of
voting power; (c) any person, entity or group shall become the beneficial owner of such number of
shares of Common Stock, and/or any other class of stock of the Employer then outstanding that is
entitled to vote in the election of directors (or is convertible into shares so entitled to vote),
as together possess more than 50% of the voting or dispositive power of all of the then outstanding
shares of all such classes of stock of the Employer so entitled to vote; or (d) otherwise
constitutes a change in control under the Employer’s 1999 Stock Option Plan. For purposes of the
preceding sentence, “person, entity or group” shall not include any employee benefit plan of the
Employer, and for these purposes “group” shall mean persons who act in concert as described in
Section 14(d)(2) of the 1934 Act.



2. Employment Period. The Employer hereby agrees to continue the Employee in its
employ, and the Employee hereby agrees to remain in the employ of the Employer subject to the terms
and conditions of this Agreement, for the period commencing on the Effective Date and ending on the
first anniversary of such date; provided, however, that on each anniversary of the Effective Date
the term of the Agreement shall automatically be extended for an additional one-year period
(restoring the initial one-year term), unless either party notifies the other party in writing at
least 60 days prior to such anniversary. The term of employment under this Agreement as effective
from time to time shall be referred to as the “Employment Period.” No benefits shall be provided
under this Agreement if Employee terminates employment prior to the Effective Date.



3. Terms of Employment.



(a) Position and Duties.



(i) During the Employment Period, [a] the Employee’s position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities shall be at least
commensurate in all material respects with the most significant of those held, exercised and
assigned at any time during the 120-day period immediately preceding the Effective Date and [b] the
Employee’s services shall be performed at the location where the Employee was employed immediately
preceding the Effective Date or any office or location less than 50 miles from such location.



(ii) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Employee is entitled, the Employee agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Employer and, to the extent necessary to
discharge the responsibilities assigned to the Employee hereunder, to use the Employee’s reasonable
best efforts to perform faithfully and efficiently such responsibilities. The expenditure of
reasonable amounts of time for personal business, charitable, and professional business,
charitable, and professional activities shall not be deemed a breach of this Agreement provided
such activities do not materially interfere with the services to be rendered for Employer
hereunder.



(b) Compensation and Benefits.



(i) Base Salary. During the Employment Period, the Employee shall receive an annual
base salary (“Annual Base Salary”) at least equal to base salary paid or payable, including any
base salary which has been earned but deferred, to the Employee by the Employer and its affiliated
companies in respect of the 12-month period immediately preceding the month in which the Effective
Date occurs. As used in this Agreement, the term “affiliated companies” shall include any company
controlled by, controlling or under common control with the Employer.



(ii) Annual Bonus. In addition to Annual Base Salary, the Employee shall be eligible
to participate in any bonus plan sponsored by the Employer, on a basis consistent with that of
other comparable employees, or if no such bonus plan exists, on a basis consistent with the bonus
plan or arrangement covering Employee immediately preceding the Effective Date; however, in no
event shall such continuing bonus plan or arrangement be less favorable for Employee than the bonus
plan covering Employee immediately preceding the Effective Date.



(iii) Welfare Benefit Plans. During the Employment Period, the Employee and/or the
Employee’s family, as the case may be, shall be eligible for participation in and shall receive all
benefits under welfare benefit plans, practices, policies and programs provided by the Employer and
its affiliated companies (including, without limitation, medical, prescription, dental, disability,
salary continuance, employee life, group life, accidental death and travel accident insurance plans
and programs) to the extent applicable generally to other peer executives of the Employer and its
affiliated companies, but in no event shall such plans, practices, policies and programs provide
the Employee with benefits which are less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Employee at any time during the
120-day period immediately preceding the Effective Date.



(iv) Other Benefits. During the Employment Period, the Employee shall be entitled to
participate in all fringe benefit, expense reimbursement, vacation, company car or car allowance,
as applicable (if Employee was receiving such benefit prior to the Change in Control), incentive,
savings and retirement plans, practices, policies and programs applicable generally to other peer
executives of the Employer and its affiliated companies, but in no event shall such plans,
practices, policies and programs provide the Employee with less favorable benefits, in the
aggregate, than the most favorable of those provided by the Company and its affiliated companies
for the Employee under such plans, practices, policies and programs as in effect at any time during
the 120-day period immediately preceding the Effective Date.



4. Termination of Employment.



(a) Death. The Employee’s employment shall terminate automatically upon the
Employee’s death during the Employment Period.



(b) Disability. The Employer may terminate the Employee’s employment upon the
disability of the Employee during the Employment Period, at any time, upon thirty (30) days advance
notice. For the purpose of this Agreement, “disability” shall be deemed to have occurred if
Employee shall have been unable to perform his duties hereunder due to mental or physical
incapacity for a period of six consecutive months. The Employee may request that such incapacity
be confirmed or determined by a physician jointly selected by Employer and Employee.



(c) Cause. The Employer may terminate Employee’s employment with Employer for
“Cause,” at any time, with or without advance notice. The Employer shall, before termination,
summarize, with reasonable detail and particularity, the allegations against Employee that
constitute “cause” and provide Employee an opportunity to discuss such allegations. For the
purposes of this Agreement, “cause’ shall be deemed to be a willful and material breach of this
Agreement, fraud, dishonesty, competition with Employer or any subsidiary or affiliate of Employer,
unauthorized use of Employer’s or any of its subsidiaries’ or affiliates’ trade secrets or
confidential information or continued substantial neglect by Employee. “Substantial Neglect” shall
mean the Employee’s intentional failure to attend to duties assigned to him and which are customary
to Employee’s position and material to the successful operation of the Employer’s business if such
failure to attend to such assigned duties continues for 30 days after written notice by the Board
of Employer to Employee specifying with particularity the duties being substantially neglected by
Employee, provided no further notice is needed for additional substantial neglect, and further
provided that in the event such duties cannot be reasonably attended to within 30 days, Employee
shall be entitled to such longer period of time as is necessary to do so. “Fraud” or “dishonesty”
as used in this paragraph means intentional and willful deception of a material and significant
nature.



(d) Good Reason. The Employee may terminate employment during the Employment Period
for “Good Reason.” For the purpose of this Agreement, “Good Reason” shall mean the occurrence,
without Employee’s express written consent, of any of the following:



(i) the assignment to Employee of any duties inconsistent with his position prior to the
Change in Control, his removal from such position, or a substantial diminution in the nature or
status of Employee’s responsibilities from those in effect immediately prior to the Change in
Control;



(ii) a reduction by the Employer or any of its subsidiaries in Employee’s annual base salary
as in effect on the date hereof or as the same may be increased from time to time;



(iii) the relocation of the executive office in which Employee is located prior to the Change
in Control to a location more than fifty (50) miles therefrom or the Employer or any of its
subsidiaries requiring Employee to be based anywhere other than the executive office in which
Employee is located prior to the Change in Control except for required travel on the business of
the Employer and its subsidiaries to an extent substantially consistent with Employee’s present
business travel obligations; or



(iv) failure by the Employer to maintain or cause to be maintained customary Directors and
Officers liability insurance coverage for the Employee in a commercially reasonable manner
consistent with the Employer’s past practices.



(e) Notice of Termination. Any termination by the Employer for Cause, or by the
Employee for Good Reason, shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 14 of this Agreement. For purposes of this Agreement, a “Notice
of Termination” means a written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the Employee’s employment
under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination date (which date shall be not
more than thirty days after the giving of such notice). The failure by the Employee or the
Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Employee or the Employer,
respectively, hereunder or preclude the Employee or the Employer, respectively, from asserting such
fact or circumstance in enforcing the Employee’s or the Employer’s rights hereunder.



(f) Date of Termination. “Date of Termination” means (i) if the Employee’s employment
is terminated by the Employer for Cause, or by the Employee for Good Reason, the date of receipt of
the Notice of Termination or any later date specified therein, as the case may be, (ii) if the
Employee’s employment is terminated by the Employer other than for Cause or Disability, the Date of
Termination shall be the date on which the Employer notifies the Employee of such termination, and
(iii) if the Employee’s employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Employee or the disability effective date, as the
case may be.



5. Obligations of the Employer upon Termination or Non-Renewal.



(a) Good Reason; Other Than for Cause, Death or Disability in First 12 Months. If
during the Employment Period, but within twelve (12) months after the Effective Date, the Employer
shall terminate the Employee’s employment other than for Cause, death or disability or the Employee
shall terminate employment for Good Reason, the Employer shall pay to the Employee (i) his then
base salary for one year, paid with such frequency as previously paid; (ii) an amount equal to his
prior fiscal year’s bonus, payable over equal installments as provided in (i) above; (iii)
continuation for one year of all welfare benefits set forth in Section 3(b)(iii) above, to the
extent permitted by the plans or, in the case of health plans, by payment of related COBRA
premiums, and (iv) a pro rata bonus for the year in which the termination occurs based upon his
service with the Employer and the Employer’s results through the Date of Termination. To the
extent not theretofore paid or provided, the Employer shall timely pay or provide to the Employee
any other amounts or benefits required to be paid or provided or which the Employee is eligible to
receive under any plan, program, policy or practice or contract or agreement of the Employer and
its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the
“Accrued Benefits”).



(b) Good Reason; Other Than for Cause, Death or Disability Following First 12 Months.
If during the Employment Period, but more than twelve (12) months after the Effective Date, the
Employer shall terminate the Employee’s employment other than for Cause, death or disability or the
Employee shall terminate employment for Good Reason, the Employer shall pay to the Employee (i) his
then base salary for one year, paid with such frequency as previously paid; (ii) an amount equal to
his prior fiscal year’s bonus, payable over equal installments as provided in (i) above; (iii)
continuation for one year of all welfare benefits set forth in Section 3(b)(iii) above, to the
extent permitted by the plans or, in the case of health plans, by payment of related COBRA
premiums, and (iv) a pro rata bonus for the year in which the termination occurs based upon his
service with the Employer and the Employer’s results through the Date of Termination. To the
extent not theretofore paid or provided, the Employer shall timely pay or provide to the Employee
any Accrued Benefits.



(c) Non-Renewal of Employment Period. If the Employer elects to not extend the
initial or any subsequent Employment Period pursuant to Section 2, the Employer shall pay to the
Employee his then base salary for twelve months, paid with such frequency as previously paid. In
addition, if Employee terminates employment in connection with the Employer’s election, the
Employer shall continue for twelve months all welfare benefits set forth in Section 3(b)(iii)
above, to the extent permitted by the plans or, in the case of health plans, by payment of related
COBRA premiums, and pay Employee a pro rata bonus for the year in which the termination occurs
based upon his service with the Employer and the Employer’s results through the Date of
Termination. To the extent not theretofore paid or provided, the Employer shall timely pay or
provide to the Employee any Accrued Benefits.



(d) Death; Disability; Cause; Other Than for Good Reason. If, during the Employment
Period, the Employee’s employment is terminated by reason of death or disability, by the Employer
for Cause, or by the Employee other than for Good Reason, this Agreement shall terminate without
further obligations to the Employee or his legal representatives, other than for the payment of
Accrued Benefits.



6. Nonexclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Employee’s continuing or future participation in any plan, program, policy or practice provided by
the Employer or any of its affiliated companies and for which the Employee may qualify, nor shall
anything herein limit or otherwise affect such rights as the Employee may have under any contract
or agreement with the Employer or any of its affiliated companies. Amounts which are vested
benefits or which the Employee is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Employer or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such plan, policy,
practice or program or contract or agreement except as explicitly modified by this Agreement.



7. Full Settlement; No Mitigation. The Employer’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which
the Employer may have against the Employee or others. The Employee shall not be obligated to seek
other employment or take any other action by way of mitigation of the amounts payable to the
Employee under any of the provisions of this Agreement. Any amounts actually received by Employee
from other employment in one year following Employee’s Date of Termination shall not reduce the
amount payable to Employee under this Agreement.



8. Section 280G Limitation on Compensation. In the event that the severance benefits
payable to the Employee under this agreement or any other payments or benefits received or to be
received by the Employee from the Employer (whether payable pursuant to the terms of this
Agreement, any other plan, agreement or arrangement with the Employer) or any corporation
(“Affiliate”) affiliated with the Employer within the meaning of Section 1504 of the Internal
Revenue Code of 1986, as amended (the “Code”), in the opinion of tax counsel selected by the
Employer’s independent auditors and reasonably acceptable to the Employee, constitute “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and the present value of such
“parachute payments” equals or exceeds three times the Employee’s “base amount” within the meaning
of Section 280G(b)(3) of the Code, such severance benefits shall be reduced to an amount the
present value of which (when combined with the present value of any other payments or benefits
otherwise received or to be received by the Employee from the Employer (or an Affiliate) that are
deemed “parachute payments”) is equal to 2.99 times the “base amount,” notwithstanding any other
provision to the contrary in this Agreement.



9. Confidential Information.



(a) Non-Disclosure. During Employee’s employment or at any time thereafter,
irrespective of the time, manner or cause of the termination of this Agreement, Employee will not
directly or indirectly, reveal, divulge, disclose or communicate to any person or entity other than
authorized officers, directors and executives of Employer, in any manner whatsoever, any
Confidential Information (as hereinafter defined) of Employer without the prior written consent of
the Employer, except in connection with the fulfillment of his duties hereunder.



(b) Definition. As used herein, “Confidential Information” means information
disclosed to or known by Employee as a direct or indirect consequence of or through his association
with Employer and its subsidiaries and affiliates, about Employer or any subsidiary or affiliate of
Employer, their businesses, products and practices, including but not limited to trade secrets,
know-how, technical information, and financial information, which information is not generally
known in the business in which Employer or any subsidiary of Employer is or may become engaged.
However, Confidential Information shall not include any information which is (i) available to the
public from a source other than Employee, (ii) released in writing by Employer to the public or to
persons who are not under a similar obligation of confidentiality to Employer and who are not
parties to this Agreement, (iii) obtained by Employee from a third party not under a similar
obligation of confidentiality to Employer, or (iv) required to be disclosed by any court process or
any government or agency or department of any government.



(c) Return of Property. Upon termination of Employee’s employment, Employee will
surrender to Employer all Confidential Information, including without limitation, all lists,
charts, schedules, reports, financial statements, books and records of Employer and all
subsidiaries and affiliates of Employer, and all copies thereof, and all other property belonging
to Employer and all subsidiaries and affiliates of Employer, provided that Employee shall be
accorded reasonable access to such materials subsequent thereto for any proper purpose as
determined in the reasonable judgment of Employer.



10.



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Assignment.



(a) The Employer will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Employer to expressly assume and agree to perform this Agreement in the same manner and to the same
extent that the Employer would be required to perform it if no such succession had taken place.



(b) This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Employee should die while any amount would still be payable to him hereunder if
Employee had continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Agreement to Employee’s spouse or, if there is no spouse, to
Employee’s estate.



11. Withholding of Taxes. Employer may withhold from any amounts payable under this
Agreement all federal, state, city or other taxes as shall be required pursuant to any law or
government regulation or ruling.



12. Indemnification. In his capacity as an officer of the Employer, the Employee
shall be entitled to indemnification and reimbursement of expenses relating to claims relating to
such capacity made against the Employee to the full extent provided in the Wisconsin Business
Corporation Law and the bylaws of the Employer. Such indemnification and reimbursement shall apply
if the facts and circumstances giving rise to such matter arise while Employee is serving as an
officer and/or director of the Employer, even if a claim is made after the cessation of such
service. This provision shall survive any other termination of this Agreement.



13. Captions. The captions, headings and arrangements used in this Agreement are for
convenience only and do not in any way affect, limit or amplify the provisions hereof.



14. Notices. All notices required under this Agreement shall be duly given if
delivered to the other party or mailed postage prepaid to the respective party’s last known
address. Notices shall be effective when personally delivered, or when sent by telegram, or by
mail when sent by certified, registered, or regular mail and deposited in the United States mail,
postage prepaid, and sent to the respective address of the other party.



15. Amendments. This Agreement may be amended only by an instrument in writing duly
executed by an officer of Employer expressly authorized by the Board to do so and by Employee.
This Agreement supersedes all prior negotiations, agreements and undertakings between the parties
with respect to such subject matter, including without limitation the Prior Agreement.



16. Waiver. No delay or omission by either party hereto to exercise any right or
power hereunder shall impair such right or power or be construed as a waiver thereof. A waiver by
either of the parties hereto of any of the covenants to be performed by the other or of any breach
thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other
covenant herein contained. All remedies provided for in this Agreement shall be cumulative and in
addition to and not in lieu of any other remedies available to either party at law, in equity or
otherwise.



17. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, and all of which together shall constitute one and the same
agreement.



18. Governing Law/ Arbitration.



(a) This Agreement shall be construed and enforced according to the internal laws of the State
of Wisconsin.



(b) Except as provided in subsection (c) below, any controversy or claim arising out of or
related to this Agreement or the breach thereof, shall be settled by binding arbitration in
Milwaukee, Wisconsin in accordance with the applicable rules for resolution of employment disputes
of the American Arbitration Association (the “Organization”). Any party to this Agreement may
commence a proceeding upon written demand. The arbitrator(s) shall enter a judgment by default
against any party which fails or refuses to appear in any properly noticed arbitration proceeding.
The proceeding shall be conducted by one (1) arbitrator. The arbitrator will be chosen by the
parties from a list provided by the Organization, and if they are unable to agree within ten (10)
days, the Organization shall select the arbitrator. The arbitrator shall assess costs and expenses
of the arbitration, including all attorneys’ and experts’ fees, as the arbitrator believes is
appropriate in light of the merits of the parties’ respective positions in the issues in dispute.
The award of the arbitrator shall be final and binding upon the parties and may be enforced in any
court having jurisdiction.



(c) The provisions of subsection (b) shall not prohibit the Employer from enforcing in court
its rights under Section 9 of this Agreement.



(d) Each party submits irrevocably to the jurisdiction of any state court sitting in
Milwaukee, Wisconsin or the United States District Court for the Eastern District of Wisconsin for
purposes of enforcement of any discovery order, judgment or award in connection with such
arbitration, or for any action permitted by subsection (c) above.



19. Additional Documents. Each of the parties hereto, without further consideration,
agrees to execute and deliver such additional documents and to take such other actions reasonably
necessary to more effectively consummate the purposes of this Agreement.



20. Construction. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or
burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. The word “including” will mean including without limitation.
The parties intend that each representation and covenant contained herein will have independent
significance.



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date
first above written.




EMPLOYER: OUTLOOK GROUP CORP.




By:




Name:




Title:



EMPLOYEE:




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