Exhibit 10.2
CHANGE IN CONTROL SEVERANCE AGREEMENT
Marie D. Hlavaty
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 Marie D. Hlavaty
("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