247,200,000 principal amount at maturity JOSTENS HOLDING CORP. 101/4% Senior Discount Notes Due 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2004 • Jostens Holding Corp • New York
JOSTENS HOLDING CORP., a Delaware corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC and Deutsche Bank Securities, Inc. (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $247,200,000 aggregate principal amount at maturity of its 101/4% Senior Discount Notes Due 2013 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of December 2, 2003 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees (this "Agreement") with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the "Holders"), as follows:
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT’s Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 200 (the “Effective Date”) between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below).
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of October 4, 2004 (the “Effective Date”) between Jostens Holding Corp., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below).
Visant Corporation Exchange and Registration Rights AgreementRights Agreement • September 27th, 2010 • Visant Holding Corp • Jewelry, precious metal • New York
Visant Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $750,000,000 principal amount of its 10.00% Senior Notes due 2017, which will be issued pursuant to the Indenture (as defined herein) and guaranteed by the Guarantors identified therein. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
SUPPLEMENTAL INDENTURESupplemental Indenture • September 27th, 2010 • Visant Holding Corp • Jewelry, precious metal • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 22, 2010, by and among Visant Corporation (formerly known as Jostens IH Corp.), a Delaware corporation (the “Company”), the guarantors named herein (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), as trustee (the “Trustee”) to the Indenture, dated as of October 4, 2004, as amended by the Supplemental Indenture, dated as of June 16, 2006, the Supplemental Indenture, dated as of September 22, 2006, the Supplemental Indenture, dated as of March 30, 2007, the Supplemental Indenture, dated as of June 25, 2007, the Supplemental Indenture, dated as of October 10, 2007, the Supplemental Indenture, dated as of April 1, 2008 and the Supplemental Indenture, dated as of February 9, 2010 (the “Indenture”).
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT, dated as of , 200 (the “Grant Date”) is made by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
Visant Holding Corp. Exchange and Registration Rights AgreementAnd Registration Rights Agreement • April 6th, 2006 • Visant Holding Corp • Jewelry, precious metal • New York
Visant Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $350,000,000 principal amount of its 8 ¾% Senior Notes due 2013, which will be issued pursuant to the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 14th, 2007 • Visant Holding Corp • Jewelry, precious metal • New York
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Marc ReischEmployment Agreement • April 1st, 2009 • Visant Holding Corp • Jewelry, precious metal • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of December 19, 2008 by and between Visant Holding Corp. (fka Jostens Holding Corp.) (the “Company”) and Marc Reisch, and amends and restates the Employment Agreement entered into as of October 4, 2004 (the “Effective Date”) by and between the Company and Marc Reisch (the “Executive”).
PURCHASE AGREEMENTPurchase Agreement • April 6th, 2006 • Visant Holding Corp • Jewelry, precious metal • New York
Visant Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $350,000,000 principal amount of the Notes of the Company, specified above (the “Securities”). As used herein, the term “Subsidiaries” shall mean all subsidiaries of the Company existing as of the Time of Delivery and the term “Operative Documents” shall mean this Agreement (including the counterparts to be executed at the Time of Delivery), the Registration Rights Agreement (as defined below), the Indenture (as defined below) and the Securities.
FORM EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTExecutive Supplemental Retirement Agreement • March 30th, 2006 • Visant Holding Corp • Jewelry, precious metal
THIS AGREEMENT is effective as of this day of , (the “Effective Date”) by and between , a corporation, a wholly owned subsidiary of , a corporation (“[Employer]”), and, and (hereinafter “Employee”).
STOCK OPTION AGREEMENT (Marc Reisch)Stock Option Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT, dated as of October 4, 2004 (the “Grant Date”) is made by and between Jostens Holding Corp., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Jostens Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of (x) an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and (y) Restricted Stock (as defined in the Stockholder’s Agreement) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJMB Funds” and, Fusion and the DLJMB Funds, each an
CONTRIBUTION AGREEMENT DATED AS OF JULY 21, 2004 BETWEEN JOSTENS HOLDING CORP. AND FUSION ACQUISITION LLCContribution Agreement • August 17th, 2004 • Jostens Holding Corp • Jewelry, precious metal • New York
This Contribution Agreement (the “Agreement”) is entered into as of July 20, 2004, by and between Jostens Holding Corp., a Delaware corporation (the “Company”), and Fusion Acquisition LLC, a Delaware limited liability company (the “Investor”).
STOCK PURCHASE AND STOCKHOLDERS’ AGREEMENT DATED AS OF September 3, 2003 AMONG JOSTENS HOLDING CORP. JOSTENS IH CORP. AND THE STOCKHOLDERS PARTIES HERETOStock Purchase and Stockholders’ Agreement • April 28th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
If any DLJMB Funds shall hereafter Transfer any of their Company Securities to any of their respective Permitted Transferees (as such terms are defined below), the term “DLJMB Funds” shall mean the DLJMB Funds and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of the DLJMB Funds may be exercised or taken at the election of the DLJMB Funds and such Permitted Transferees.
RESTRICTED STOCK AWARD AGREEMENT ([ ] shares)Restricted Stock Award Agreement • May 20th, 2008 • Visant Holding Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of [DATE] (the “Grant Date”), between Visant Holding Corp., a Delaware corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or an Affiliate, hereinafter referred to as the “Employee.” Any capitalized terms herein not otherwise defined shall have the meaning set forth in the Plan (as hereinafter defined).
REGISTRATION RIGHTS AGREEMENT between JOSTENS HOLDING CORP. and THE STOCKHOLDERS NAMED HEREIN Dated as of October 4, 2004Registration Rights Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • New York
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal
THIS AMENDMENT NO. 1 to Contribution Agreement (this “Amendment”) is entered into as of this 30th day of September, 2004, by Jostens Holding Corp., a Delaware corporation (the “Company”), and Fusion Acquisition LLC, a Delaware limited liability company (the “Investor”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 12th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of October 4, 2004 (the “Grant Date”), between Jostens Holding Corp., a Delaware corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or an Affiliate (as defined below) of the Company, hereinafter referred to as the “Employee”. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan (as defined below).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Visant Holding Corp. (formally known as Jostens Holding Corp.), a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJMB Funds” and, Fusion and the DLJMB Funds, each an “Investor” and together Fusion
STOCKHOLDERS AGREEMENT of JOSTENS HOLDING CORP. dated as of October 4, 2004Stockholders Agreement • February 14th, 2005 • Jostens Holding Corp • Jewelry, precious metal • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of October 4, 2004, among JOSTENS HOLDING CORP., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof (each a “Stockholder” and collectively, the “Stockholders”).
JOSTENS HOLDING CORP. JOSTENS, INC. 5501 American Boulevard West Minneapolis, Minnesota 55437 July 14, 2004Personal and Confidential • November 16th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Minnesota
JOSTENS, INC. SEPARATION AGREEMENT AND RELEASE OF CLAIMSSeparation Agreement • November 16th, 2004 • Jostens Holding Corp • Jewelry, precious metal • Minnesota
This Separation Agreement including a General and Special Release of Claims (this “Agreement”) is made as of the 17th day of September, 2004, by and among JOSTENS HOLDING CORP., a Delaware corporation (“Parent”), JOSTENS, INC., a Minnesota corporation (the “Company”) and Steven A. Tighe (the “Executive”).
FORM OF EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTExecutive Supplemental Retirement Agreement • April 1st, 2009 • Visant Holding Corp • Jewelry, precious metal
THIS AGREEMENT is effective as of this day of , (the “Effective Date”) by and between , a corporation (“[Employer]”), and (hereinafter “Employee”).
