**Exhibit10.1**

 

**CHANGEIN CONTROL SEVERANCE AGREEMENT**

***Paul B. Carousso***

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 Paul B.Carousso (“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.  This Agreement shall beeffective for a period commencing on the date of this Agreement and ending at 11:59p.m. on December 31, 2009 (the “InitialTerm”); provided, however, that commencing with January 1,2010 and on each anniversarythereof (each, an “Extension Date”), the Initial Term shallautomatically be extended for an additional twelve (12) month period, unlessthe Company or Executive provides the other party hereto prior written notice 90days****before the next Extension Date thatthe term of this Agreement shall not be so extended (the Initial Term and anyannual extensions of the term of this Agreement, together, the “Term”).  Notwithstanding the foregoing, this Agreementshall, if in effect on the date of a Change in Control (as defined in Section 3below), remain in effect for two years following a Change in Control.

# 2.                                       Termination of Employment.

## a.                                       Subjectto (A) Executive’s execution, delivery and non-revocation of a severanceagreement, including a general waiver and release of claims against the Companyand its Affiliates in a form reasonably acceptable to the Employer and (B)continued compliance with the restrictive covenants to which Executive isotherwise bound, if, during the Term,Executive’s employment with the Employer is terminated at any time upon theeffectiveness of, or within two years following, a Change of Control by (x) theCompany or the Employer without Cause or (y) Executive for Good Reason (as eachsuch term is defined in Section 3 below),  Executiveshall be entitled to receive from****theEmployer:

### (i)                                                  acash severance payment equal to one (1) times the sum of: (x) Executive’sannual rate of base salary, as in effect immediately prior to the date on whichsuch termination occurs (without giving effect to any reduction giving rise toGood Reason) and (y) an amount equal to the higher of (A) Executive’s annualcash bonus for the fiscal year of termination assuming payment of the bonus atthe rate at which Executive would be entitled if the target threshold under thebonus plan had been achieved (without giving effect to any reduction givingrise to Good Reason) or (B) an amount equal to the average percentage bonusrate actually earned by Executive in respect of the two fiscal years prior tothe fiscal year of termination applied to Executive’s annual rate of basesalary, as in effect immediately prior 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)                                               anamount equal to the annual cash bonus that Executive would have received inaccordance with the terms of the applicable bonus plan assuming the target thresholdunder such plan had been achieved (without giving effect to any reductiongiving rise to Good Reason), if Executive had remained employed by the Employerthrough the end of the fiscal year of the Employer in which such terminationoccurs, paid at such time as the bonus would otherwise have been paid toExecutive under the terms of such plan; provided, however, that,if Executive’s employment terminates prior to September 30 of a given year, suchamount shall be multiplied by the Pro-Rate Factor (as defined in Section3 below) (as applicable to Executive’s employment with the Employer);

### (iii)                                            allearned and unpaid and/or vested, nonforfeitable amounts owing or accrued at thedate of Executive’s termination of employment (including any earned but unpaidbase salary, vacation, and any annual cash bonus that is earned by Executivebut unpaid as of the date of termination for any previously completed fiscalyear) under any compensation and benefit plans, programs, and arrangements ofthe Company and its Affiliates in which Executive theretofor participated, including,without limitation, as a result of a “change in control” (as may be definedunder the respective plan or program), payable in accordance with the terms andconditions of the plans, programs, and arrangements (and agreements anddocuments thereunder) pursuant to which such compensation and benefits weregranted or accrued; and

### (iv)                                           reimbursementfor any unreimbursed business expenses properly incurred by Executive in accordancewith the Employer’s policy 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.                                      FollowingExecutive’s termination or resignation (as the case may be), except as setforth in this Section 2 and Section 5 below, Executive shall have no furtherrights to any other compensation or benefits under this Agreement or any otherseverance plan or arrangement maintained by the Company or any of its Affiliates,except as otherwise provided under any stock option or management stockholder’sagreement entered into by and between Executive and the Company or any of its Affiliates.

# 3.                                       Definitions.For purposes of this Agreement:

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

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

# c.                                       “Cause”shall mean “Cause” as such term may be defined in any employment agreementbetween Executive and the Employer or any of its Affiliates (the “EmploymentAgreement”) or, if there is no such Employment Agreement, “Cause” shallmean, as determined in the reasonable good faith judgment of the Employer orany of its Affiliates, as applicable:

# (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)                              the willful or intentionalengaging by Executive in conduct that causes material and demonstrable injury,monetarily or otherwise, to the Company, the Investors or their respectiveAffiliates;

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# (iii)                         the commission by Executive of acrime constituting (A) a felony under the laws of the United States or anystate thereof or (B) a misdemeanor involving moral turpitude; or

# (iv)                          a material breach of byExecutive of this Agreement or other agreements, including, without limitation,engaging in any action in breach of restrictive covenants, herein or therein,that continues beyond the Cure Period (to the extent that, in the Board’sreasonable judgment, such breach can be cured).

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

e.                                       “Changein Control” shall mean (i) the sale (in one transaction or a series oftransactions) of all or substantially all of the assets of the Company to anUnaffiliated Person (as defined below); (ii) a sale (in one transaction ora series of transactions) resulting in more than 50% of the voting stock of theCompany being held by an Unaffiliated Person; (iii) a merger,consolidation, recapitalization or reorganization of the Company with or intoan Unaffiliated Person; *if and only if*any such event listed in clauses (i) through (iii) above results in theinability of the Investors, or any member or members of the Investors, todesignate or elect a majority of the Board (or the board of directors of theresulting entity or its parent company). For purposes of this definition, the term “Unaffiliated Person” meansany Person or “group” (as such term is defined in Sections 13(d)(3) and14(d)(2) of the Securities Exchange Act of 1934, as amended) who is not(x) an Investor or any member of the Investors, (y) an Affiliate ofany Investor or any member of any Investor, or (z) an entity in which anyInvestor, or any member of any Investor holds, directly or indirectly, amajority of the economic 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)                              a substantial reduction oradverse change in Executive’s duties and responsibilities;

# (iii)                           a transfer of Executive’sprimary workplace by more than fifty miles from the current 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 Fusion Acquisition LLC, a Delaware limited liability company, andDLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJOffshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB PartnersIII 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) and14(d)(2) of the Securities Exchange Act of 1934, as amended.

i.                                      “Pro-RateFactor” shall mean a fraction, (i) the numerator of which is equal to thenumber of days that Executive is employed by the Employer during the fiscalyear in which Executive’s employment terminates, and (ii) the denominator ofwhich is the number of days in such fiscal year.

# 4.                                       Notice of Termination.  Anypurported termination of employment by the Employer or any of itsAffiliates, as applicable, or byExecutive (other than due to Executive’s death) shall be communicated bywritten Notice of Termination to the other party hereto in accordance withSection 7(f) hereof.  For purposes ofthis Agreement, a “Notice of Termination” shall mean a notice which shallindicate the specific termination provision in this Agreement relied upon andthe date of termination, and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of employment underthe provision so indicated.

# 5.                                       Arbitration.  Any dispute arising out of or assertingbreach of this Agreement shall be exclusively resolved by binding statutoryarbitration in accordance with the Employment Dispute Resolution Rules of theAmerican Arbitration Association.  Sucharbitration process shall take place in New York, New York.  A court of competent jurisdiction may enterjudgment upon the arbitrator’s award. Each party shall pay the costs and expenses of arbitration (includingfees and disbursements of counsel) incurred by such party in connection withany dispute arising out of or asserting 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.  ThisAgreement shall be governed by and construed in accordance with the laws of NewYork for agreements fully performed within the State.

## b.                                      Entire Agreement/Amendments.  ThisAgreement contains the entire understanding of the parties with respect to thesubject matter contained herein, and during the Term supersedes all prioragreements, promises, warranties, covenants or undertakings between the partieswith respect to the subject matter herein. This Agreement may not be altered, modified, or amended except bywritten instrument signed by the parties hereto.

## c.                                       No Waiver; Severability.  Thefailure of a party to insist upon strict adherence to any term of thisAgreement on any occasion shall not be considered a waiver of such party’srights or deprive such party of the right thereafter to insist upon strictadherence to that term or any other term of this Agreement.  In the event that any one or more of theprovisions 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.  ThisAgreement shall inure to and be binding upon any successor or assign of theCompany or the Employer (and such successor or assign shall hereafter be deemedthe “Company” or “Employer” as the case may be).  The Company and the Employer shall assignthis Agreement and its respective obligations hereunder to any successor orassign thereof, whether by merger, consolidation, sale of substantially all ofthe 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.                                       SpendthriftProvision.  No right or interest ofExecutive under this Agreement may be assigned, transferred or alienated, inwhole or in part, either directly or by operation of law, and no such right orinterest shall be liable for or subject to any debt, obligation or liability ofExecutive.

## f.                                         Notice.  For the purpose of thisAgreement, notices and all other communications provided for in the Agreementshall be in writing and shall be deemed to have been duly given when deliveredby hand or overnight courier or three days after it has been mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed tothe respective addresses set forth below in this Agreement, or to such otheraddress as either party may have furnished to the other in writing inaccordance herewith, except that notice of change of address shall be effectiveonly 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.  TheEmployer may withhold from any amounts payable under this Agreement suchFederal, state and local taxes as may be required to be withheld pursuant toany 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.                                          EmploymentAt Will.  Notwithstanding anything tothe contrary contained herein, Executive’s employment with the Employer or anyof its Affiliates is not for any specified term and may be terminated byExecutive or the Employer or any of its Affiliates at any time, for any reason,without liability except as provided herein or as required by law.

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## i.                                          Counterparts.  ThisAgreement may be signed in counterparts, each of which shall be an original,with the same effect as if the signatures thereto and hereto were upon the sameinstrument.

[*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/ Paul  B. Carousso |   |
| Paul B. Carousso                  |
|                                   |  |  |  |

 

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