**EXHIBIT 10.1**

** **

**JOSTENS HOLDING CORP.JOSTENS, INC.5501 American Boulevard WestMinneapolis, Minnesota  55437**

**July 14, 2004**

** **

 

**PERSONAL AND CONFIDENTIAL**

Mr. Robert C. Buhrmaster4808 Rolling Green ParkwayEdina, Minnesota  55346

 

**Re:          AgreementRegarding Terms of Resignation from Employment And Release**

 

Dear Mr.Buhrmaster:

 

This Agreement andattached Release describe the terms of your separation from employment.

 

1.             Inconsideration of the terms hereof, your employment with each of Jostens HoldingCorp. (“JHC”) and Jostens, Inc. (“Jostens” and, together withJHC, the “Company”) shall end pursuant to your resignation, which shallbe effective as of the earlier of (i) the execution by the Company of adefinitive agreement with respect to the Proposed Transaction (as definedbelow) or (ii) the close of business on July 20, 2004 (the “Termination Date”).

 

2.             Inaddition to any unpaid wages (salary) you have earned through the TerminationDate and whatever vested rights you may have under Jostens, Inc. Pension Plan D(“Pension Plan D”) and the Jostens, Inc. 401(k) Retirement Savings Plan(the “401(k) Plan”), you shall receive the payments and benefits listedin paragraphs (a) – (g) below (provided that you execute and do not rescind orattempt to rescind the Release attached hereto as Exhibit A), less anyapplicable payroll deductions required by law and subject to the limitations onsuch payments and benefits set forth in Section 4.5 of the 

 

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Jostens, Inc. Executive Severance Pay Plan (the “Severance Plan”);provided, however, that there will be no reduction pursuant toSection 4.5(b).  These payments andbenefits will be in lieu of any other payments, severance compensation orbenefits to which you otherwise might be entitled and you and the Company agreeto amend the employee benefit plans described below as necessary in order toprovide the benefits described in this Paragraph 2.

 

(a)                                  Inlieu of a cash payment benefit made pursuant to Section 4.2(a)(i) of theSeverance Plan, you will be entitled to a cash payment benefit in an amountequal to your monthly “Base Salary” (as defined in the Severance Plan)determined as of the Termination Date multiplied by thirty-six (36), payable inperiodic payments in accordance with Section 4.2(b) of the Severance Plan overa thirty-six (36) month period following the Termination Date (the “ContinuationPeriod”).

 

(b)                                 Youwill be entitled to two-thirds of your annual incentive award, in the amount of$303,333, which shall be paid on the date on which the annual incentive award wouldhave been paid had you remained employed by the Company.

 

(c)                                  Youwill be entitled to receive reimbursement of a portion of the premiums you payfor COBRA continuation coverage under the Company’s group medical, dental,vision and life insurance plans pursuant to Section 4.3(a) of the SeverancePlan.  The Company will take commerciallyreasonable efforts to provide comparable 

 

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medical, dental, vision and life insurance coverage(which may include coverage under individual insurance policies) for the periodbetween the last day of your COBRA continuation coverage (or earlier, ifmutually agreed to by the Company and you) and the end of the ContinuationPeriod.

 

(d)                                 Duringthe Continuation Period, the Company shall provide you with the perquisites setforth on Schedule I attached hereto, each on an annual basis, whichshall in any event be limited to those perquisites you were entitled to receiveimmediately prior to the Termination Date and which shall be reimbursed, asapplicable, in accordance with past practice.

 

(e)                                  Youwill be entitled to a benefit under the Jostens, Inc. Executive SupplementalRetirement Agreement, dated December 31, 1996 and as amended December 2, 1999,between you and Jostens, as if you had remained in Full-time Employment (asdefined under the Jostens, Inc. Executive Supplemental Retirement Agreement)through August 31, 2007 for purposes of determining your “Time of Service” (asdefined under the Jostens, Inc. Executive Supplemental Retirement Agreement) asof your Termination Date.

 

(f)                                    Youwill be entitled to a benefit under the Jostens, Inc. Supplemental Pension Planas provided therein, provided that your benefit will be increased in an amountequal to the actuarial 

 

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equivalent of a single life annuity commencing at age65, in the monthly benefit amount of $19,925, which is the estimated benefitwhich you would have received under Pension Plan D and the Supplemental PensionPlan if you had continued participation in Pension Plan D and the SupplementalPension Plan until August 31, 2007 at your level of compensation as of theTermination Date.

 

(g)           Youwill be entitled to benefits under the Jostens Retiree Medical Plan as providedtherein to the extent such benefits are vested as of the date hereof.

 

3.             Inconnection with a proposed transaction between Kohlberg Kravis Roberts &Co. (“KKR”) and JHC (the “Proposed Transaction”), you shall beentitled to sell all or any portion of the 3,125 shares of Class A VotingCommon Stock and 16,875 shares of Class B Non-Voting Common Stock of JHC(collectively, the “Common Stock”) owned by you to DLJ Merchant BankingIII, Inc. (“DLJMB III”), or such other entity as DLJMB III maydesignate, including JHC, on the closing date of the Proposed Transaction forthe same per-share cash consideration as is paid by KKR in the ProposedTransaction.  JHC and you each herebyconsent to the foregoing as a modification of JHC’s repurchase rights under thatcertain Stockholders’ Agreement by and among JHC, yourself and the otherstockholders party thereto (the “Stockholders Agreement”).

 

4.             Withrespect to the 23,467 time-vesting options (“Standard Options”) and46,933 performance-vesting options (“Special Options”) granted to youpursuant to separate option grant letters from the Company dated January 20,2004 

 

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(collectively, the “Grant Letters”), of which you are currentlyvested in 4,693 Special Options:

 

(a)           Youshall vest in an additional 9,386 Standard Options and 18,772 Special Optionsupon the execution of this Agreement, thus totaling 32,851 vested options.

 

(b)           Providedthat there has not been an initial public offering of the Company or a sale of majoritycontrol of the Company (other than the Proposed Transaction), you shall have,during the thirty (30) day period commencing on July 29, 2008, an option tosell, and if such option is exercised, the Company shall purchase (i) theCommon Stock owned by you on the date hereof (if not previously sold pursuantto paragraph 3 above) at a price equal to the “Fair Market Value” (as definedin the Stockholders Agreement) of such Common Stock and (ii) any StandardOptions or Special Options held by you on the date hereof that are vested as ofthe Expiration Date at a price equal to the “Fair Market Value” (as defined inthe Stockholders Agreement) of the Common Stock underlying such options, lessthe aggregate amount of the per share exercise price of such options.  Any unexercised Standard Options or SpecialOptions shall terminate at the end of such 30-day period.

 

5.             TheCompany agrees that it shall not terminate that certain Time-Sharing Agreement,dated as of March 15, 2004, by and between Jostens and yourself 

 

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regarding use of the Company’s aircraft prior to the third anniversaryof the Termination Date.

 

6.             Youwill not earn or be eligible for any additional benefits under any employeebenefit plan sponsored by the Company as of the Termination Date, includingyour dependent(s)’ coverage under any benefit plan, except as otherwisespecifically provided in this Agreement or as required by law.

 

7.             You affirmatively represent thatyou have not filed nor caused to be filed any charges, claims, complaints, oractions against the Company before any federal, state, or local administrativeagency, court, arbitration facilitator, or other forum.

 

8.             Inconsideration of the terms hereof, you have agreed to and do waive any actualor potential claims in any way related to or arising from your employment withor separation from the Company or any of its subsidiaries.  You agree that you will not seek employmentor reemployment with the Company in the future. You agree to release and forever discharge the Company, its subsidiariesand affiliates and their respective past and present officers, directors,shareholders, employees and agents from any and all claims and causes ofaction, known or unknown, arising out of or relating to your employment by orwith the Company or any of its subsidiaries or the termination thereof.  You agree that you must and will execute andnot rescind the Release attached hereto as Exhibit A, as a condition ofyour eligibility to receive the consideration described in this Agreement.  Such Release does not include your right toenforce the terms of this Agreement, and does not waive or release any right toindemnification you may have as a director, officer or employee pursuant toapplicable 

 

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law and/or the Company’s certificate of incorporation or articles ofincorporation, as the case may be, and bylaws.

 

9.             Concurrentlywith your execution of this Agreement, you agree to, and do hereby, resign fromall directorships and officerships held by you with the Company and any of itssubsidiaries or affiliates (including any position as a trustee or board memberof any Company retirement plan) and, if requested, you shall execute anddeliver one or more letters in form and substance satisfactory to the Companyfurther evidencing such resignations. You acknowledge that, effective as of the Termination Date, you are nolonger the Chief Executive Officer of the Company and are no longer theChairman of the Board of the Company.

 

10.           Yourepresent and warrant that you have returned to the Company all proprietarydocuments and other property material to the business of the Company which arein your possession or control and you further represent and warrant that youhave not retained copies of any such proprietary documents, excluding publiclyavailable documents and documents relating directly to your own compensationand employee benefits.

 

11.           Youacknowledge that in the course of your employment with the Company and itssubsidiaries you have acquired information relating to the business or affairs of theCompany or any subsidiary corporation or parent corporation of the Company,including, but not limited to, information relating to financial statements,customer identities, potential customers, employees, sales representatives,suppliers, servicing methods, equipment programs, strategies and information,analyses, profit margins or other proprietary information used by the Companyor any subsidiary 

 

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corporation or parent corporation of the Company (“ConfidentialInformation”).  You agree that youwill keep such Confidential Information confidential pursuant to your duty toprotect the Company’s trade secrets and confidential information and the termsof (i) Section 4.5 of the Severance Plan, (ii) Section 6.01 of theStockholders’ Agreement and (iii) Section 10 of the Grant Letters.  You acknowledge and agree that, for a periodof two years after the Termination Date, you remain subject to certainnon-competition provisions contained in Section 6.02(a) of the StockholdersAgreement and Section 10(b) of the Grant Letters.  You also agree that you will be entitled to receivethe payments and benefits set forth in paragraphs 2(a) - (g) above if, and onlyif, you do not breach the confidentiality and non-competition provisions ofSection 4.5 of the Severance Plan.

 

12.                                 (a)           The parties intend that thisAgreement be and is confidential.  Youwarrant that you have not and agree that you will not in the future disclosethe terms of this Agreement, or the terms of compensation to be paid by theCompany to you as part of this Agreement, to any person other than yourattorney, spouse, tax advisor, investment banker, banker or representatives ofthe E.E.O.C., any Department of Human or Civil Rights, any fair employmentpractices agency, who shall be bound by the same prohibitions againstdisclosure as bind you, and you shall be responsible for advising theseindividuals of this confidentiality provision and obtaining their commitment tomaintain such confidentiality.  You shallnot provide or allow to be provided to any person this Agreement, or any copiesthereof nor shall you 

 

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now or in the future disclose in any way anyinformation concerning any of your purported claims, charges and causes ofaction against the Company to any person, with the sole exception ofcommunications with your spouse, investment banker, banker, attorney and taxadvisor, unless otherwise ordered to do so by a court or agency of competentjurisdiction.

 

(b)           TheCompany similarly agrees not to disclose the terms of this Agreement or thecompensation paid to you, to any person other than officers, directors, andother persons as the Company deems as having a need to know, accountants andauditors, attorneys, tax advisors, Board Members, representatives of theE.E.O.C., the Minnesota Department of Human Rights, or any fair employmentpractices agency, and such other disclosures as may be required by law, court,arbitrator, or agency of competent jurisdiction, or as may be necessary toenforce the terms of this Agreement.

 

13.           Theconfidentiality and non-disparagement provisions of this Agreement have substantiallyinduced the parties to enter into this Agreement.  Any violation by one party to this Agreementof the confidentiality and/or non-disparagement provisions of this Agreementshall entitle the other party to bring a legal action for appropriate equitablerelief as well as damages, including reasonable attorneys’ fees. In addition toany other rights or remedies available at law, in equity, or by statute, theparties consent to the specific enforcement of the confidentiality andnon-disparagement 

 

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provisions of this Agreement through an injunction or restraining orderissued by an appropriate court.

 

14.           Neither byoffering to make nor by making this Agreement does any party admit any failureof performance, wrongdoing, or violation of law.

 

15.           Theparties shall issue a press release announcing your resignation, substantiallyin the form annexed hereto as Exhibit B, or containing other language towhich the parties hereto shall mutually agree. The parties agree that they will not make a public statementinconsistent with such press release.

 

16.           You agreethat after the date hereof (i) you will not make any negative or unfavorablestatements or communications or in any way denigrate, defame or disparage theCompany or any of its affiliates, directors, officers, employees, consultants,lenders or stockholders or DLJMB III or its affiliates and (ii) you will useall reasonable efforts to prevent any of your affiliates, including any familymember and all other persons or entities over which you can be reasonablyexpected to exert significant influence from engaging in any suchactivity.  You agree that any breach ofthis paragraph 16 will cause such persons described above substantial andirrevocable damage and therefore in the event of any such breach, in additionto all other remedies which may be available, the Company shall have the rightto seek specific performance and injunctive relief or any other equitableremedy which may then be available.

 

The Company agrees that after thedate hereof (i) it will not make any negative or unfavorable statements orcommunications or in any way denigrate, defame or disparage you and (ii) theCompany will use all reasonable efforts to prevent any of its affiliates,directors, officers, employees and all other persons or entities over 

 

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which it can be reasonably expected to exertsignificant influence from engaging in any such activity.  The Company agrees that any breach of thisparagraph 16 will cause you substantial and irrevocable damage and therefore inthe event of any such breach, in addition to all other remedies which may beavailable, you shall have the right to seek specific performance and injunctiverelief or any other equitable remedy which may then be available.

 

17.           You agree to fully cooperate with theCompany in any and all circumstances in which the Company may require yourassistance, advice and expertise, including but not limited to, providinginformation or advice on the Company’s operations, policies and procedure andassisting in defense against claims against the Company, provided that no suchassistance, advice and expertise will require a substantial amount of yourtime.  The parties agree that they willcomply with present and future Company policies and procedures, as well asapplicable local, state, federal, and any applicable foreign laws.

 

18.           The Company agrees that anymodification of agreements or benefit plans shall not treat you in a mannerinconsistent with similarly situated employees of the Company.

 

19.           This Agreement shall be governed byMinnesota law, and the courts of Minnesota shall be the exclusive venue for anydisputes arising out of this Agreement.

 

20.           ThisAgreement and attached Release set forth the entire understanding of theparties and supersedes any and all prior agreements, oral or written, relatingto your employment by or with the Company and its subsidiaries or the 

 

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termination thereof and any payments, severance compensation or otherbenefits due or payable to you upon termination of employment.  This Agreement may not be modified except bya writing, signed by you and by a duly authorized officer of the Company.  This Agreement shall be binding upon yourheirs and personal representatives, and the successors and assigns of theCompany.  This Agreement shall begoverned by and construed in accordance with the laws of the State ofMinnesota.

 

21.           Wheneverpossible, each provision of this Agreement and Release will be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Agreement or Release is held to be invalid, illegal orunenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affectany other provision or any other jurisdiction, but this Agreement and Releasewill be reformed, construed and enforced in such jurisdiction as if suchinvalid, illegal or unenforceable provision had never been contained herein.

 

22.           ThisAgreement and Release may be executed in separate counterparts, each of whichis deemed to be an original and all of which taken together constitute one andthe same Agreement.

 

23.           Notwithstandinganything in this Agreement to the contrary, this Agreement will be of no forceor effect until you duly execute and deliver to the Company the Release.

 

24.           Youacknowledge that before entering into this Agreement and attached Release, youhave had the opportunity to consult with any attorney or other advisor of yourchoice, and you have been advised to do so if you choose.  You further 

 

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acknowledge that you have entered into this Agreement of your own freewill, and that no promises or representations have been made to you by anyperson to induce you to enter into this Agreement and Release other than theexpress terms set forth herein.  Youfurther acknowledge that you have read this Agreement and understand all of itand the Attached Release.

 

 

**[THEREMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**

 

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25.           Ifthe foregoing is acceptable to you, please sign and date a copy of thisAgreement where indicated below and return it to David Burgstahler.  Please sign and date the attached Releaseafter your employment with the Company has ended.

 
|                     |   |   | Very truly yours,     |                    |
|--------------------------|--------|--------|-----------------------|-------------------------|
|                     |   |   |                  |                    |   |
|                     |   |   | JOSTENS HOLDING CORP. |                    |
|                     |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
|                     |   |   | By:                   |                    |   |
|                     |   |   |                  | Name: Michael L. Bailey |
|                     |   |   |                  | Title: President        |
|                     |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
|                     |   |   | JOSTENS, INC.         |                    |
|                     |   |   |                  |                    |
|                     |   |   |                  |                    |   |
|                     |   |   | By:                   |                    |   |
|                     |   |   |                  | Name: Michael L. Bailey |
|                     |   |   |                  | Title: President        |
|                     |   |   |                  |                    |
| **Accepted and Agreed:** |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
| Robert C. Buhrmaster     |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
|                     |   |   |                  |                    |   |
| Date Signed              |   |   |                  |                    |   |
|                          |        |        |                       |                         |  |  |  |

 

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**SCHEDULE I**

 

**CONTINUING PERQUISITES**

 

1.               Annual stipend ofup to $30,470 for use of an automobile.

 

2.               Annual stipend ofup to $15,000 for financial planning.

 

3.               Annual medicalreimbursement of up to $2,500.

 

4.               Annual executivephysical at Mayo Clinic through the clinic’s Executive Physical Program.

 

5.               Annual stipend ofup to $28,571.28 for usage of the Company aircraft.

 

6.               Annual stipend ofup to $6,548.40 for membership dues at a country club of your choice.

 

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**EXHIBIT A**

** **

**FORM OF RELEASE**

** **

**RELEASE**

 

I.                                         Definitions.  I intend all words used in this Release tohave their plain meanings in ordinary English. Technical legal words are not needed to describe what I mean.  Specific terms I use in this Release have thefollowing meanings:

 

A.            “I,”“me,” and “my” include both me, Robert C. Buhrmaster, and anyonewho has or obtains any legal rights or claims through me.

 

B.            “Company,”as used in this Release, shall at all times mean Jostens Holding Corp., JostensIH Corp., Jostens, Inc. and their respective parent and/or subsidiarycorporations, affiliates, successors, predecessors, shareholders, presentand/or former officers, directors, agents, employees, and attorneys, whether intheir individual or official capacities, benefit plans and plan administrators,and insurers.

 

C.            “MyClaims” mean any and all of the actual or potential claims of any kindwhatsoever I may have had, or currently may have against Company, regardless ofwhether I now know about those claims, that are in any way related to myemployment with or separation (resignation from employment) from the Company,including, but not limited to any claims for benefits, claims for invasion of privacy;breach of written or oral, express or implied, contract; fraud ormisrepresentation; violation of the Federal Fair Labor Standards Act (“FLSA”),29 U.S.C. § 203(s), the Age Discrimination in Employment Act of 1967 (“ADEA”),29 U.S.C. § 626, as amended, the Older Workers Benefit Protection Act of 1990 (“OWBPA”),29 U.S.C. 626(f), Title VII of the Civil Rights Act of 1964 (“Title VII”),42 U.S.C. § 2000e, etseq., the Americans withDisabilities Act (“ADA”), 29 U.S.C. § 2101, etseq.,the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601 etseq.,the Employee Retirement Income Security Act of 1978 (“ERISA”), asamended, 29 U.S.C. §§ 1001, *et seq*., EqualPay Act (“EPA”), 29 U.S.C. § 206(d), the Worker Adjustment andRetraining Notification Act (“WARN”), 29 U.S.C. § 2101 etseq.,the Minnesota Human Rights Act, Minn. Stat. § 363.01, etseq.,Minnesota Statutes § 181 etseq., any other federal, state, localor foreign statute, law, rule, regulation, ordinance or order.  This includes, but is not limited to, claimsfor violation of any civil rights laws based on protected class status; claimsfor assault, battery, defamation, intentional or negligent infliction ofemotional distress, breach of the covenant of good faith and fair dealing,promissory estoppel, negligence, negligent hiring, retention or supervision,retaliation, constructive discharge, violation of whistleblower protectionlaws, unjust enrichment, violation of public policy, and all other claims forunlawful employment practices, and all other common law or statutory claims.

 

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II.            Agreementto Release My Claims.  Except asstated in Paragraph IV, I agree to give up all My Claims, waive any rightsthereunder, and withdraw any and all of my charges and lawsuits againstCompany.  In exchange for my agreement torelease My Claims, I am receiving satisfactory consideration (compensation)from Company to which I am not otherwise entitled by law, contract, or underany Company policy.  The consideration Iam receiving is a full and fair payment for the release of all My Claims.  Company does not owe me anything in additionto what I will be receiving.

 

III.           OlderWorkers Benefit Protection Act.  Iunderstand and have been advised that the above release of My Claims is subjectto the terms of the OWBPA.  The OWBPAprovides that an individual cannot waive a right or claim under the ADEA unlessthe waiver is knowing and voluntary.  Ihave been advised of this law, and I agree that I am signing this Releasevoluntarily, and with full knowledge of its consequences.  I understand that the Company is giving me atleast twenty-one (21) days from the date I received a copy of this Releaseto decide whether I want to sign it.  Iacknowledge that I have been advised to use this time to consult with anattorney about the effect of this Release. **If I sign this Release before the end of thetwenty-one (21) day period it will be my personal, voluntary decision to do so,and will be done with full knowledge of my legal rights.**  I agree that material and/or immaterialchanges to this Release will not restart the running of this considerationperiod.

 

IV.           Exclusionsfrom Release.  My Claims do notinclude my rights, if any, to claim the following:  Compensation and benefits as defined in mySeparation Agreement with the Company; Re-employment Insurance benefits; claimsfor my vested post-termination benefits under the Jostens, Inc. 401(k)Retirement Savings Plan and Jostens, Inc. Pension Plan D; my COBRA rights; myrights to enforce the terms of this Release; or my rights to assert claims thatare based on events occurring after this Release becomes effective.

 

A.            Nothingin this Release interferes with my right to file a charge with the EqualEmployment Opportunity Commission (“EEOC”), or participate in any mannerin an EEOC investigation or proceeding under Title VII, the ADA, the ADEA, orthe EPA.  I, however, understand that Iam waiving my right to recover individual relief including, but not limited to,back pay, front pay, reinstatement, attorneys’ fees, and/or punitive damages,in any administrative or legal action whether brought by the EEOC, You, or anyother party.

 

B.            Nothingin this Release interferes with my right to challenge the knowing and voluntarynature of this Release under the ADEA and/or OWBPA.

 

C.            Iagree that Company reserves any and all defenses, which it has or might haveagainst any claims brought by me.  Thisincludes, but is not limited to, Company’s right to seek available costs andattorneys’ fees, and to have any monetary award granted 

 

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to me, if any, reduced by the amount of money that I received inconsideration for this Release.

 

V.                                     Rightto Rescind and/or Revoke.  Iunderstand that insofar as this Release relates to my rights under the ADEA, itshall not become effective or enforceable until seven (7) days after I signit.  I have the right to rescind thisRelease only insofar as it extends to potential claims under the ADEA bywritten notice to Company within seven (7) calendar days following my signingthis Release, and within fifteen (15) calendar days as to waiver of claimsunder the Minnesota Human Rights Act. Any such rescission must be in writing and hand-delivered to Company or,if sent by mail, postmarked within the applicable time period, sent bycertified mail, return receipt requested, and addressed as follows:

 

A.                                   post-markedwithin the seven (7) or fifteen (15) day period;

 

B.                                     properlyaddressed to David Burgstahler, DLJ Merchant Banking III, Inc., Eleven MadisonAvenue, 16th Floor, New York, New York 10010, and

 

C.                                     sentby certified mail, return receipt requested.

 

I understand that the payment I am receiving forsettling and releasing My Claims is contingent upon my agreement to be bound bythe terms of this Release.  Accordingly,if I decide to revoke this Release, I understand that I am not entitled to thepayments offered in the Agreement.  I furtherunderstand that if I attempt to revoke my release of any claim, I mustimmediately return to Company’s Counsel any consideration I have received.

 

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VI.           IUnderstand the Terms of this Release. I have had the opportunity to read this Release carefully and understandall its terms.  I have reviewed thisRelease with my own attorney.  Inagreeing to sign this Release, I have not relied on any statements orexplanations made by Company or their attorneys.  I understand and agree that this Release andthe attached Agreement contain all the agreements between Company and me exceptfor those plans and agreements specifically referenced herein.  We have no other written or oral agreements.

 

 
| Dated:                  ,  2004                                                                                                                                                                                                                                                                                                                |   |   |                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|----------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | Signature                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   | Name: Robert C. Buhrmaster |
| Subscribed and sworn to before me                                                                                                                                                                                                                                                                                                                                                                                              |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
| this             day of                            ,  2004.                                                                                                                                                                           |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
|                                                                       |   |   |                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |                       |
| Notary Public                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |                       |

 

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**EXHIBIT B**

 

**PRESS RELEASE**

 

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