exhibit_10-10.htm


     

    EXHIBIT
      10.10

     

    


     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (“Agreement”) is entered into as of this 16th day of
      April,
      2007, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto
      (collectively referred to as the “Company”) and Kris Radhakrishnan
      (“Executive”).

     

    The
      parties hereby agree as follows:

     

    1.  Employment.
      Executive will serve the Company in the position of Chief Financial Officer
      of
      American Achievement Corporation, its Parents and its Subsidiaries and will
      perform such duties as from time to time shall be determined by the Board of
      Directors of the Company, and will perform, faithfully and diligently, the
      services and functions performed and will carry out the functions of his office
      and furnish his best advice, information, judgment and knowledge with respect
      to
      the business of the Company. Executive agrees to perform such duties as
      hereinabove described and to devote full-time attention and energy to the
      business of the Company. Executive will not, during the term of employment
      under
      this Agreement, engage in any other business activity if such business activity
      would impair Executive’s ability to carry out his duties under this
      Agreement.

     

    2.   Term.
      Contingent upon successful completion of a criminal background investigation,
      reference check and pre-employment drug screen, this Agreement shall be
      effective April 16, 2007 and end on April 15, 2008, and shall thereafter renew
      for successive one-year terms, unless two months’ notice is given by either
      party to the other party of non-renewal. However, this Agreement may be
      terminated at any time by either party in accordance with Section 6
      hereof.

     

    3.  Compensation
      and Other Benefits.

     

    3.1
      Salary. The salary compensation to be paid by the Company to Executive
      and which Executive agrees to accept from the Company for services performed
      and
      to be performed by Executive hereunder shall be an annual gross amount, before
      applicable withholding and other payroll deductions, of $275,000, payable in
      equal bi-weekly installments of $10,576.92, subject to such changes as the
      Board
      of Directors of the Company may, in its sole discretion, from time to time
      determine.

     

    3.2
      Benefits. Executive shall be entitled to participate in such employee
      benefit programs, plans and policies (including incentive bonus plans) as are
      maintained by the Company and as may be established for the employees of the
      Company from time to time on the same basis as other executive employees are
      entitled thereto, except to the extent such plans are duplicative of benefits
      otherwise provided to Executive under this Agreement (e.g. severance). It is
      understood that the establishment, termination or change in any such Executive
      employee benefit programs, plans or policies shall be at the option of the
      Company in the exercise of its sole discretion, from time to time, and any
      such
      termination or change in such program, plan or policy will not affect this
      Agreement so long as Executive is treated on the same basis as other executive
      employees participating in such program, plan or policy, as the case may be.
      Upon termination of employment under this Agreement, without regard to the
      manner in which the termination was brought about, Executive’s rights in such
      employee benefit programs, plans or policies shall be governed solely by the
      terms of the program, plan or policy itself and not this Agreement. Executive
      shall be entitled to an annual paid vacation in accordance with the Company’s
      personnel policy for his years of service completed as an employee of the
      Company (and, to the extent applicable, the Company’s predecessors) except that
      Executive shall be entitled to four weeks of paid vacation effective with his
      employment date.

     

    4.  Working
      Facilities. During the term of his employment under this Agreement,
      Executive shall be furnished with a private office, stenographic services and
      such other facilities and services as are commensurate with his position with
      the Company and adequate for the performance of his duties under this
      Agreement.

     

    5.  Expenses.
      During the term of his employment under this Agreement, Executive is authorized
      to incur reasonable out-of-pocket expenses for the discharge of his duties
      hereunder and the promotion of business of the Company, including expenses
      for
      entertainment, travel and related items that are incurred in accordance with
      the
      Company’s policies. The Company shall reimburse Executive for all such expenses
      upon presentation by Executive from time to time of itemized accounts of
      expenditures incurred in accordance with Company policies.

     

    6.  Termination.
      The employment relationship between Executive and the Company is “at-will”,
      which means that Executive’s employment under this Agreement may be terminated
      with or without cause or reason by either the Company or Executive at any time.
      Payment to Executive upon his termination is governed by the following terms
      and
      conditions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.1
      Termination by Company for Cause. The following events or

     

    circumstances
      are deemed “Cause” for Executive’s termination.

     

    
      	
              (i)  

            	
              Executive’s
                indictment of, or plea of nolo contendere to, a felony or other crime
                involving moral turpitude;

            


    

     

    
      	
              (ii)  

            	
              Executive’s
                material breach of a contractual obligation to the Company or any
                of its
                Affiliates (as defined below);

            


    

     

    
      	
              (iii)  

            	
              Executive’s
                failure to perform, or gross negligence in the performance of, Executive
                material duties and responsibilities to the Company or any of its
                Affiliates; or

            


    

     

    
      	
              (iv)  

            	
              Executive’s
                substantial, wrongful damage to property of the
                Company.

            


    

     

    If
      the
      Executive is terminated for Cause, upon payment by the Company to Executive
      of
      all salary earned but unpaid through the termination date, accrued and unused
      vacation, and any accrued and unpaid bonus to the date of such termination,
      the
      Company shall have no further liability to Executive for compensation in
      accordance herewith, and Executive will not be entitled to receive any other
      salary, the Termination Payments or Termination Benefits (as such terms are
      defined below) except aforesaid vacation and any accrued bonus. For purposes
      of
      this Agreement, “Affiliates” means all persons and entities directly or
      indirectly controlling, controlled by or under common control with the Company,
      where control may be by management authority, equity interest or
      otherwise.

     

    6.2
      Termination by Company Without Cause. In the event of the termination of
      Executive’s employment under this Agreement by the Company without Cause the
      Executive will be entitled to receive 26 bi-weekly payments equal to the average
      of his bi-weekly base salary in effect within the two years preceding the
      termination (including, for these purposes, average bi-weekly base salary of
      Executive from the Company’s predecessors) (“Termination Payments”), less
      legally required withholdings. In addition to the Termination Payments,
      Executive will be entitled to elect the continuation of health benefits under
      COBRA and the Company will pay the COBRA premiums for a maximum of 12-months,
      beginning on the date that Executive’s health coverage ceases due to his
      termination, accrued but unused vacation, and any accrued bonus (“Termination
      Benefits”). If Executive obtains employment while he is entitled to receive the
      Termination Payments and the Termination Benefits, the payment of the
      Termination Benefits shall cease upon Executive becoming covered under the
      new
      employer’s health coverage plan at no cost to Executive. The combination of the
      Termination Payments and the Termination Benefits constitute the sole amount
      to
      which Executive is entitled if termination is without Cause.

     

    6.3
      Termination by Executive Without Good Reason. Executive may terminate his
      employment under this Agreement without Good Reason as defined in Paragraph
      6.4
      below upon the giving of 30 days written notice of termination. In the event
      of
      such termination, in lieu of the 30 day notice period, the Company may elect
      to
      pay Executive compensation for the notice period (or any remaining portion
      thereof), plus unused accrued vacation and any accrued unpaid bonus, in which
      event Executive’s services to the company will be terminated immediately. No
      Termination Payments or Termination Benefits other than as set forth in Section
      6.3 shall be payable upon Executive’s termination of this Agreement without Good
      Reason.

     

    6.4
      Termination by Executive With Good Reason. Executive may terminate his
      employment under this Agreement for Good Reason. For purposes of this Agreement,
      “Good Reason” shall mean:

     

    
      	
              (i)  

            	
              Without
                Executive’s consent, the assignment to Executive of substantial duties
                inconsistent with Executive’s then-current position, duties,
                responsibilities, change in the reporting level and status with the
                Company, or any removal of Executive from his titles and offices,
                except
                in connection with the termination of Executive’s employment under this
                Agreement by Company or as a result of Executive’s death or permanent
                disability (as defined in the Company’s or Executive’s disability
                insurance policies);

            


    

     

    
      	
              (ii)  

            	
              The
                Company requiring Executive to relocate anywhere other than Austin,
                or
                Dallas, Texas without Executive’s consent;
                or

            


    

     

    
      	
              (iii)  

            	
              A
                decrease in Executive’s salary from the salary in effect upon the date
                hereof that is inconsistent with or not commensurate with Executive’s then
                current position in the Company.

            


    

     

    
      	
              (iv)  

            	
              In
                the event of termination under this Section 6.4, the Company shall
                pay to
                Executive the same Termination Payments and Termination Benefits
                to which
                Executive would have been entitled had he been terminated by the
                Company
                without Cause.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     6.5
      Death or Permanent Disability. Executive’s employment under this
      Agreement shall terminate upon Executive’s death or permanent disability (as
      defined in the Company’s or Executive’s disability insurance policies). Other
      than accrued but unused vacation and any accrued but unpaid bonus, no
      Termination Payments or Termination Benefits shall be payable upon Executive’s
      death or permanent disability.

     

     6.6
      Release Agreement. The payment of Termination Payments and Termination
      Benefits pursuant to Section 6 are conditioned upon Executive signing an
      effective release of claims in the form provided by the Company (the "Release
      Agreement") within the time limits set forth by the Company.

     

     6.7
      Notwithstanding anything to the contrary in this Agreement, (i) except to the
      extent required by law, no payment will be due and payable under this Section
      6
      until the later of the next regular Company payday following the effective
      date
      of the Release Agreement or that date which is in accordance with the
      requirements of clause (ii) hereof and (ii) in the event that at the time that
      Executive’s employment with the Company terminates the Company is publicly
      traded (as defined in Section 409A of the Internal Revenue Code), any amounts
      payable under this Section 6 that would otherwise be considered deferred
      compensation subject to the additional twenty percent (20%) tax imposed by
      Section 409A if paid within six (6) months following the date of termination
      of
      Company employment shall be paid at the later of the time otherwise provided
      in
      Section 6 or the time that will prevent such amounts from being considered
      deferred compensation.

     

    7.  Confidentiality.
      The Company and its Affiliates possess confidential information, proprietary
      information goodwill and trade secrets, which is important to their business.
      During the course of Executive’s employment with the Company, the Executive will
      receive and have access to confidential information, proprietary information,
      goodwill and trade secrets belonging to the Company and its Affiliates that
      Executive did not have or have access to prior to Executive’s execution of this
      Agreement to enable Executive to perform his duties and responsibilities
      hereunder. During and after the term of employment under this Agreement,
      Executive agrees that he shall not, without the express written consent of
      Company, directly or indirectly communicate or divulge to, or use for his own
      benefit or for the benefit of any other person, firm, association or
      corporation, any of Company’s or its Affiliates’ trade secrets, confidential
      information, proprietary information or goodwill, which trade secrets,
      confidential information, proprietary data and goodwill were communicated to
      or
      otherwise learned or acquired by Executive during his employment relationship
      with Company (“Confidential Information”), except that Executive may disclose
      such matters to the extent that disclosure is required (a) at Company’s
      direction or (b) by a court or other governmental agency of competent
      jurisdiction. As long as such matters remain trade secrets, confidential
      information, proprietary information or goodwill, Executive shall not use such
      trade secrets, confidential information, proprietary information or goodwill
      in
      any way or in any capacity other than as expressly consented to by
      Company.

     

    


     

    8.      Covenant
      not to Compete or Solicit. Ancillary to the Company’s commitments as set
      forth herein, including but not limited to, the obligation to provide Executive
      with the Company’s and its Affiliates’ confidential information, proprietary
      information, trade secrets and goodwill and Executive’s agreement not to
      improperly use or disclose the Company’s and its Affiliates’ proprietary
      information, trade secrets or goodwill, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      and
      to avoid the actual or threatened misappropriation of the Company’s and its
      Affiliates’ confidential information, proprietary information, trade secrets or
      goodwill, Executive agrees to the following covenants:

     

     8.1
      Executive agrees to refrain during his employment under this Agreement and
      for
      one year after the termination of his employment under this agreement for any
      reason, without written permission of the Company, from becoming involved in
      any
      way, within the boundaries of the United States, in the business of
      manufacturing, designing, servicing or selling, the type of jewelry or fine
      paper or other scholastic, licensed sports, insignia, recognition or affinity
      products manufactured or sold (or then contemplated to be manufactured or sold)
      by the Company, its divisions, subsidiaries and/or other affiliated entities,
      including but not limited to, as an employee, consultant, independent
      representative, partner representative, partner or proprietor. For the avoidance
      of doubt, these restrictions shall apply, but shall not be limited to, Executive
      becoming involved with Herff-Jones, Jostens, Visant, Intergold, Lifetouch and
      Walsworth.

     

     8.2
      Executive also agrees to refrain during his employment under this Agreement,
      and
      in the event of the termination of his employment under this Agreement for
      any
      reason, for one year thereafter, without written permission from the Company,
      from diverting, taking, soliciting, licensed sports, jewelry or fine paper
      products, insignia, recognition or affinity business of any customer of the
      Company, its divisions, subsidiaries and/or affiliated entities, or any
      potential customer of the Company, its divisions, subsidiaries and/or affiliated
      entities whose identity became known to Executive through his employment by
      the
      Company and to which the Company has made a written business proposal or
      provided written pricing information before the termination of Executive’s
      employment under this Agreement.

     

    8.3
      Executive agrees to refrain during his employment under this Agreement, and
      in
      the event of the termination of his employment under this Agreement for any
      reason for a period of one year thereafter, from inducing or attempting to
      influence any employee or independent representative of the Company, its
      divisions, subsidiaries, and/or affiliated entities to terminate his or his
      employment or association with the Company or such other entity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

               8.4
      Executive further agrees that the covenants in Sections 8.1, 8.2 and 8.3 are
      made to protect the legitimate business interests of the Company, including
      interests in the Company’s “Confidential Information,” as defined in Section 7
      of this Agreement, and not to restrict his mobility or to prevent him from
      utilizing his skills. In signing this Agreement, Executive gives the Company
      assurance that he has carefully read and considered all the terms and conditions
      of this Agreement, including the restraints imposed on him under Section 7
      and
      8. Executive agrees without reservation that these restraints are necessary
      for
      the reasonable and proper protection of the Company and its Affiliates and
      that
      each and every one of the restraints is reasonable in respect to subject matter,
      length of time and geographic area. Executive further agrees that, were he
      to
      breach any of the covenants contained in Sections 7 and 8, he damage to the
      Company and its Affiliates would be irreparable. Executive therefore agrees
      that
      the Company, in addition to any other remedies available to it, shall be
      entitled to preliminary and permanent injunctive relief against any breach
      or
      threatened breach by him of any of those covenants, without having to post
      bond.
      Executive and the Company further agree that, in the event that any provision
      of
      Sections 7 and 8 is determined by any court of competent jurisdiction to be
      unenforceable by reason of its being extended over too great a time, too large
      a
      geographic area or too great a range of activities, that provision shall be
      deemed to be modified to permit its enforcement to the maximum extent permitted
      by law. It is also agreed that each of the Company's Affiliates shall have
      the
      right to enforce all of Executive’s obligations to that Affiliate under this
      Agreement, including without limitation pursuant to Sections 7 and
      8.

     

    9.  Controlling
      Law and Performability. The execution, validity, interpretation and
      performance of this Agreement will be governed by the laws of the state of
      Texas.

     

    10.  Reparability.
      If any provision of this Agreement is rendered or declared illegal or
      unenforceable, all other provisions of this Agreement will remain in full force
      and effect.

     

    11.  Notices.
      Any notice required or permitted to be given under this Agreement shall be
      sufficient if in writing and if sent by certified mail (return receipt
      requested) addressed as follows:

     

    
      
        	 If
                to Executive:   	 	 Kris
                G. Radhakrishnan
	 	 	 95
                West Lansdowne Circle
	 	 	 The
                Woodlands, TX 77382
	 	 	 
	 If
                to the Company: 	 	 Commemorative
                Brands, Inc.
	 	 	 7211
                Circle S Road
	 	 	 Austin,
                Texas 78745
	 	 	 Attention:
                Don Percenti, President & CEO


      

    

     

    Any
      address or other change to the above shall be in writing to the other party
      to
      become effective.

     

    12.  Assignment.
      The rights and obligations of the Company under this Agreement shall inure
      to
      the benefit of and be binding upon its successors and assigns. The rights and
      obligations of Executive under this Agreement are of a personal nature and
      shall
      neither be transferred nor assigned in whole or in part by
      Executive.

     

    13.  Non-Waiver.
      No waiver of or failure to assert any claim, right, benefit or remedy hereunder
      shall operate as a waiver of any other claim, right, benefit or remedy of the
      company or Executive.

     

    14.  Review
      and Consultation. Executive acknowledges that he has had a reasonable time
      to review and consider this Agreement and has been given the opportunity to
      consult with an attorney.

     

    15.
      Entire Agreement and Amendments. This Agreement contains the entire
      agreement of Executive and the Company relating to the matters contained in
      this
      Agreement and supersedes all prior agreements and understandings, oral or
      written, between Executive and the Company with respect to the subject matter
      in
      this Agreement. This Agreement may be changed only by an agreement in writing
      by
      Executive and the Company.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date and year
      first above written.

    
      	 	COMMEMORATIVE
              BRANDS,
              INC.	 
	 	 	 	 
	
              Date

            	
              By:
                

            	/s/ DON
              PERCENTI	 
	 	 	Don
              Percenti	 
	 	 	President
&
CEO	 
	 	 	 	 
	 	 	 EXECUTIVE	 
	 	 	 	 
	 	 	/s/
              KRIS G. RADHAKRISHNAN	 
	 	 	 Kris
              G. Radhakrishnan