exhibit_10-18.htm


     

    EXHIBIT
      10.18

     

     

    


     

     

    EMPLOYMENT
      AGREEMENT

        
      This Employment Agreement (“Agreement”) is entered into as of this 18th day of
      April, 2006, by and between COMMEMORATIVE BRANDS, INC., and its Affiliates,
      TAYLOR PUBLISHING COMPANY, EDUCATIONAL COMMUNICATIONS, INC. and any successors
      thereto (collectively referred to as the “Company”) and ANN BROOME
      (“Executive”).

     

        
      The parties hereby agree as follows:

     

     

    Employment. Executive
      will serve the Company in the position of Vice President Human Resources of
      Commemorative Brands, Inc. and its Affiliates, Taylor Publishing Company,
      Educational Communications, Inc. and any other companies subsequently
      acquired  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/her office and furnish his/her 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.

     

    Term. Contingent
      upon successful completion of a criminal background investigation, reference
      check and pre-employment drug screen, this Agreement shall be effective April
      18, 2006 and end on March 31, 2007, 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 part in accordance with Section 6 hereof.

     

    Compensation
      and Other Benefits.

     

    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 $170,000, payable in equal
      bi-weekly installments of $6,538.46, subject to such changes as the Board of
      Directors of the Company may, in its sole discretion, from time to time
      determine.

     

    Benefits. Executive
      shall be entitled to participate in such employee benefit programs, plans and
      policies (including incentive bonus plans and incentive stock option 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 four (4) weeks annual paid
      vacation concurrent with this Agreement and otherwise 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).

     

    Working
      Facilities. During the term of his/her
      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.

     

    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/her 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    Termination  by
      Company for Cause. The
      following events or circumstances are deemed “Cause” for Executive’s
      termination.

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              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.

     

    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,
      each
      Termination Payment shall be reduced by the amount of his average bi-weekly
      compensation to be received in connection with his new employment and the
      payment of the Termination Benefits shall cease upon Executive becoming covered
      under the new employer’s health coverage plan. The combination of the
      Termination Payments and the Termination Benefits constitute the sole amount
      to
      which Executive is entitled if termination is without Cause.

     

    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 90
      days
      written notice of termination.  In the event of such termination, in
      lieu of the 90 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.

     

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

     

     

    
      	
              ·  

            	
              Without
                Executive’s consent, the assignment to Executive of substantial duties
                inconsistent with Executive’s then-current position, duties,
                responsibilities 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);

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              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.

            


    

     

        
      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/she been terminated by the Company
      without Cause.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 by unpaid bonus, no Termination Payments or Termination Benefits shall
      be payable upon Executive’s death or permanent disability.

     

    Release
      Agreement. The Termination
      Payments and Termination Benefits pursuant to Section 6 are conditioned upon
      your signing a release of claims in the form provided by the Company (the
      "Release Agreement") within twenty-one days of the date on which you give or
      receive, as applicable, notice of termination of your employment and upon your
      not revoking the Employee Release thereafter.

     

    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.

     

    Confidentiality. The
      Company and its Affiliates possess confidential information, proprietary
      information goodwill and trade secrets, which is important to
      their  business.  Immediately upon Executive’s execution of
      this Agreement and during the course of Executive’s employment with the Company,
      the Company will give Executive 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/her duties and
      responsibilities hereunder.  During and after the term of employment
      under this Agreement, Executive agrees that he/she 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.

     

    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, 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:

     

    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
      (Affiliates), 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, Herff-Jones, Jostens, Visant and
      Intergold.

     

    Executive
      also agrees to refrain during his/her employment under this Agreement, and
      in
      the event of the termination of his/her employment under this Agreement for
      any
      reason, for one year thereafter, without written permission from the Company,
      from diverting, taking, soliciting, licensed sports, 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.

     

    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.

     

     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/she has carefully read and considered all the terms and
      conditions of this Agreement, including the restraints imposed on him/her 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/she to breach any of the
      covenants contained in Section 7 and 8, the 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/her of any of those covenants, without having to post
      bond.  Executive and the Company further agree that, in the event that
      any provision of Section 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 Section 7 and 8.

     

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

     

    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.

     

    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:   	 	 Ann
              Broome
	 	 	 
	 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 party by
      Executive.

     

    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.

     

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

     

     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.

     

    
      	 	COMMERATIVE
              BRANDS, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ DON
              PERCENTI	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 
	 	 	 EXECUTIVE	 
	 	 	 	 
	 	 	 /s/
              ANN BROOME	 
	 	 	 Ann
              Broome