Exhibit 10.1
CHANGE IN CONTROL SEVERANCE AGREEMENT
Paul B. Carousso
CHANGE IN CONTROL SEVERANCE AGREEMENT (the "Agreement") dated May 10, 2007 by
and among Visant Holding Corp., a Delaware corporation (the "Company"), Visant
Corporation, a Delaware corporation (the "Employer") and Paul B. Carousso
("Executive").
The Company and Employer desire to induce Executive to remain in employment by
providing Executive protection in the event of a termination of Executive's
employment in certain circumstances, and Executive desires to continue to be
employed by the Employer and to accept such protection.
In consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the parties agree as follows:
1.
TERM.
THIS AGREEMENT SHALL BE
EFFECTIVE FOR A PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND ENDING AT
11:59 P.M. ON DECEMBER 31, 2009 (THE "INITIAL TERM"); PROVIDED, HOWEVER, THAT
COMMENCING WITH JANUARY 1, 2010 AND ON EACH ANNIVERSARY THEREOF (EACH, AN
"EXTENSION DATE"), THE INITIAL TERM SHALL AUTOMATICALLY BE EXTENDED FOR AN
ADDITIONAL TWELVE (12) MONTH PERIOD, UNLESS THE COMPANY OR EXECUTIVE PROVIDES
THE OTHER PARTY HERETO PRIOR WRITTEN NOTICE 90 DAYS BEFORE THE NEXT EXTENSION
DATE THAT THE TERM OF THIS AGREEMENT SHALL NOT BE SO EXTENDED (THE INITIAL TERM
AND ANY ANNUAL EXTENSIONS OF THE TERM OF THIS AGREEMENT, TOGETHER, THE "TERM").
NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT SHALL, IF IN EFFECT ON THE DATE OF
A CHANGE IN CONTROL (AS DEFINED IN SECTION 3 BELOW), REMAIN IN EFFECT FOR TWO
YEARS FOLLOWING A CHANGE IN CONTROL.
2.
TERMINATION OF EMPLOYMENT.
A.
SUBJECT TO (A) EXECUTIVE'S EXECUTION,
DELIVERY AND NON-REVOCATION OF A SEVERANCE AGREEMENT, INCLUDING A GENERAL WAIVER
AND RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS AFFILIATES IN A FORM
REASONABLY ACCEPTABLE TO THE EMPLOYER AND (B) CONTINUED COMPLIANCE WITH THE
RESTRICTIVE COVENANTS TO WHICH EXECUTIVE IS OTHERWISE BOUND, IF, DURING THE
TERM, EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER IS TERMINATED AT ANY TIME UPON
THE EFFECTIVENESS OF, OR WITHIN TWO YEARS FOLLOWING, A CHANGE OF CONTROL BY (X)
THE COMPANY OR THE EMPLOYER WITHOUT CAUSE OR (Y) EXECUTIVE FOR GOOD REASON (AS
EACH SUCH TERM IS DEFINED IN SECTION 3 BELOW),
EXECUTIVE SHALL BE ENTITLED TO
RECEIVE FROM THE EMPLOYER:
(I)
A CASH SEVERANCE PAYMENT
EQUAL TO ONE (1) TIMES THE SUM OF: (X) EXECUTIVE'S ANNUAL RATE OF BASE SALARY,
AS IN EFFECT IMMEDIATELY PRIOR TO THE DATE ON WHICH SUCH TERMINATION OCCURS
(WITHOUT GIVING EFFECT TO ANY REDUCTION GIVING RISE TO GOOD REASON) AND (Y) AN
AMOUNT EQUAL TO THE HIGHER OF (A) EXECUTIVE'S ANNUAL CASH BONUS FOR THE FISCAL
YEAR OF TERMINATION ASSUMING PAYMENT OF THE BONUS AT THE RATE AT WHICH EXECUTIVE
WOULD BE ENTITLED IF THE TARGET THRESHOLD UNDER THE BONUS PLAN HAD BEEN ACHIEVED
(WITHOUT GIVING EFFECT TO ANY REDUCTION GIVING RISE TO GOOD REASON) OR (B) AN
AMOUNT EQUAL TO THE AVERAGE PERCENTAGE BONUS RATE ACTUALLY EARNED BY EXECUTIVE
IN RESPECT OF THE TWO FISCAL YEARS PRIOR TO THE FISCAL YEAR OF TERMINATION
APPLIED TO EXECUTIVE'S ANNUAL RATE OF