Visant Corp Sample Contracts

Visant Corp – CONSULTING AGREEMENT (August 27th, 2015)

THIS CONSULTING AGREEMENT (this “Agreement”), dated as of August 24, 2015 (the “Execution Date”), is entered into by and between Marc L. Reisch (“Reisch”) and Visant Holding Corporation, a Delaware corporation (the “Company”).

Visant Corp – Jostens, Inc. (Time/2016 Performance Vesting January 15, 2018) (March 31st, 2015)

On behalf of the Boards of Directors of Jostens and VHC (the “Board”), I am pleased to inform you that you have been selected to receive an Award, subject in all instances to the terms and conditions of this Award Letter, and to your agreement to be bound by the restrictive covenants referenced in Section 5 below. This Award shall be subject to the terms and conditions contained herein, including the restrictive covenants. In consideration of the foregoing, you and the Company agree to the following, effective as of March 15, 2015 (the “Grant Date”):

Visant Corp – Jostens, Inc. (Time/2017 Performance Vesting January 15, 2018) (March 31st, 2015)

On behalf of the Boards of Directors of Jostens and VHC (the “Board”), I am pleased to inform you that you have been selected to receive an Award, subject in all instances to the terms and conditions of this Award Letter, and to your agreement to be bound by the restrictive covenants referenced in Section 5 below. This Award shall be subject to the terms and conditions contained herein, including the restrictive covenants. In consideration of the foregoing, you and the Company agree to the following, effective as of March 15, 2015 (the “Grant Date”):

Visant Corp – Jostens, Inc. (Time Vesting January 15, 2018) (March 31st, 2015)

On behalf of the Boards of Directors of Jostens and VHC (the “Board”), I am pleased to inform you that you have been selected to receive an Award, subject in all instances to the terms and conditions of this Award Letter, and to your agreement to be bound by the restrictive covenants referenced in Section 5 below. This Award shall be subject to the terms and conditions contained herein, including the restrictive covenants. In consideration of the foregoing, you and the Company agree to the following, effective as of March 15, 2015 (the “Grant Date”):

Visant Corp – Jostens, Inc. (March 31st, 2015)

On behalf of the Boards of Directors of Jostens and VHC (the “Board”), I am pleased to inform you that you have been selected to receive an Award, subject in all instances to the terms and conditions of this Award Letter, and to your agreement to be bound by the restrictive covenants referenced in Section 5 below. This Award shall be subject to the terms and conditions contained herein, including the restrictive covenants. In consideration of the foregoing, you and the Company agree to the following, effective as of October 1, 2014 (the “Grant Date”):

Visant Corp – SEPARATION AGREEMENT (March 31st, 2015)

SEPARATION AGREEMENT (the “Agreement”) dated March 27, 2015 by and among Visant Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (“Visant” or the “Employer”) and Paul B. Carousso (“Executive”).

Visant Corp – SEPARATION AGREEMENT (October 15th, 2014)

SEPARATION AGREEMENT (the “Agreement”) dated October 14, 2014 by and among Visant Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (“Visant” or the “Employer”) and Marie D. Hlavaty (“Executive”).

Visant Corp – CREDIT AGREEMENT dated as of September 23, 2014 among VISANT CORPORATION, as Borrower, VISANT SECONDARY HOLDINGS CORP., as Holdings, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, CREDIT SUISSE SECURITIES (USA) LLC, BARCLAYS BANK PLC DEUTSCHE BANK SECURITIES INC. GOLDMAN SACHS BANK USA KKR CAPITAL MARKETS LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED AND MIZUHO BANK, LTD. as Joint Lead Arrangers and Joint Bookrunners, (September 29th, 2014)

CREDIT AGREEMENT, dated as of September 23, 2014, among VISANT CORPORATION, a Delaware corporation (the “Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent.

Visant Corp – OMNIBUS TRANSACTION AGREEMENT BY AND AMONG OCM Luxembourg Ileos Holdings S.à r.l., Visant Corporation and Tripolis Holdings S.à r.l. Dated as of July 25, 2014 (July 30th, 2014)

This OMNIBUS TRANSACTION AGREEMENT (this “Agreement”), dated as of July 25, 2014, is entered into by and among: (i) OCM Luxembourg Ileos Holdings S.à r.l. (the “Ileos Investor”), (ii) Visant Corporation (the “Visant Investor” and, together with the Ileos Investor, collectively, the “Investors”), and (iii) Tripolis Holdings S.à r.l. (the “Company”). Certain terms used in this Agreement are used as defined in Section 1.1. The Investors and the Company are sometimes referred to individually as a “Party.”

Visant Corp – DIRECTOR INDEMNIFICATION AGREEMENT (May 13th, 2014)

This Indemnification Agreement is dated as of             , 2014 (this “Agreement”) and is between Visant Holding Corp., a Delaware corporation (“Visant” and together with its wholly owned subsidiaries for which Indemnitee serves as a director, individually or collectively, the “Company”), and [Name of director] (“Indemnitee”).

Visant Corp – EMPLOYMENT AGREEMENT Charles W. Mooty (March 28th, 2014)

EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of November 19, 2013 (the “Effective Date”) by and between Jostens, Inc. (“Jostens” or the “Company”), and Charles W. Mooty (the “Executive”).

Visant Corp – Contract (November 21st, 2013)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT.

Visant Corp – STOCK PURCHASE AGREEMENT among JOSTENS, INC., VISANT CORPORATION, SOLELY WITH RESPECT TO SECTION 12.13, AMERICAN ACHIEVEMENT GROUP HOLDING CORP. and THE SELLERS PARTY HERETO Dated as of November 19, 2013 (November 20th, 2013)

This STOCK PURCHASE AGREEMENT dated as of the 19th day of November, 2013 (as amended or otherwise modified from time to time, this “Agreement”), is entered into by and among Jostens, Inc., a Delaware corporation (the “Buyer”), American Achievement Group Holding Corp., a Delaware corporation (the “Company”), Visant Corporation, a Delaware corporation (the “Guarantor”), solely with respect to Section 12.13, and each holder of outstanding equity interests of the Company (each, a “Seller” and collectively, the “Sellers”), and American Achievement Holdings LLC, in its capacity as Sellers’ Representative.

Visant Corp – SECOND AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT (March 28th, 2013)

THIS AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT is effective as of the 31st day of December, 2012 (the “Effective Date”) by and between Visant Holding Corp., a Delaware corporation (“Visant”), and Marc L. Reisch (hereinafter “Employee”).

Visant Corp – FORM OF AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT (March 28th, 2013)

THIS AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT is effective as of the 31st day of December, 2012 (the “Effective Date”) by and between Visant Holding Corp., a Delaware corporation (“Visant”), and                      (hereinafter “Employee”).

Visant Corp – Visant Holding Corp. Marc L. Reisch Amended and Restated Supplemental Executive Retirement Plan (March 28th, 2013)

This Marc L. Reisch Amended and Restated Supplemental Executive Retirement Plan (the “Plan”), originally established and effective as of May 17, 2010 (the “Original Effective Date”), is hereby effective as of December 31, 2012 (the “Effective Date”), and has been established and shall be maintained for Marc L. Reisch (the “Participant”) by Visant Holding Corp. (“VHC”). This Plan is intended to be a non-qualified “top hat” plan for purposes of ERISA and is intended to comply with Section 409A of the Code.

Visant Corp – Visant Holding Corp. (Jostens Award Letter) (November 13th, 2012)

Visant Holding Corp. (“VHC”) and its Subsidiaries (collectively, the “Company”) consider it essential to continue to provide incentives for key personnel of the Company to remain employed with the Company and focused on achieving a high level of performance aligned with the interests of the stockholders of VHC.

Visant Corp – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Timothy M. Larson (August 14th, 2012)

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of August 9, 2012 (the “Effective Date”) by and between Jostens, Inc. (the “Company”), a wholly owned subsidiary of Visant Corporation (“Visant”) and Timothy M. Larson (the “Executive”), and amends and restates the Amended and Restated Employment Agreement entered into as of October 7, 2011.

Visant Corp – AMENDED AND RESTATED EMPLOYMENT AGREEMENT Timothy M. Larson (November 14th, 2011)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of October 7, 2011 (the “Effective Date”) by and between Jostens, Inc. (the “Company”), a wholly owned subsidiary of Visant Corporation (“Visant”) and Timothy M. Larson (the “Executive”), and amends and restates the Employment Agreement entered into as of January 7, 2008 (the “Original Effective Date”) by and between the Company and Executive (the “Original Employment Agreement”).

Visant Corp – Contract (March 1st, 2011)

AMENDMENT NO. 1 dated as of March 1, 2011 (this “Amendment”), to the Credit Agreement dated as of September 22, 2010 (the “Credit Agreement”), among VISANT CORPORATION, a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, as Administrative Agent, and CREDIT SUISSE AG, TORONTO BRANCH, as Canadian Administrative Agent.

Visant Corp – SUPPLEMENTAL INDENTURE (September 27th, 2010)

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 22, 2010, by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”) to the Indenture, dated as of April 4, 2006 (the “Indenture”).

Visant Corp – CREDIT AGREEMENT Dated as of September 22, 2010, among VISANT CORPORATION, as Borrower, JOSTENS CANADA LTD., as Canadian Borrower, VISANT SECONDARY HOLDINGS CORP., as Guarantor, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE AG, as Administrative Agent, and CREDIT SUISSE AG, TORONTO BRANCH, as Canadian Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arranger and Joint Bookrunner, GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL, DEUTSCHE BANK SECURITIE (September 27th, 2010)

CREDIT AGREEMENT dated as of September 22, 2010, among VISANT CORPORATION, a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, as Administrative Agent, and CREDIT SUISSE AG, TORONTO BRANCH, as Canadian Administrative Agent.

Visant Corp – SUPPLEMENTAL INDENTURE (September 27th, 2010)

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 22, 2010, by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (formerly known as BNY Midwest Trust Company), as trustee (the “Trustee”) to the Indenture, dated as of December 2, 2003 (the “Indenture”).

Visant Corp – VISANT HOLDING CORP. AND VISANT CORPORATION ANNOUNCE COMPLETION OF CONSENT PAYMENT DEADLINE AND RECEIPT OF REQUISITE CONSENTS FOR THE 10.25% SENIOR DISCOUNT NOTES DUE 2013, 8.75% SENIOR NOTES DUE 2013 AND THE 7.625% SENIOR SUBORDINATED NOTES DUE 2012 (September 21st, 2010)

ARMONK, NEW YORK, SEPTEMBER 21, 2010 – Visant Holding Corp. (“Holdings”) and Visant Corporation (“Visant”) today announced that, in connection with the previously announced cash tender offers and consent solicitations by Holdings and Visant to purchase for cash any and all of the outstanding notes listed below (the “Existing Notes”), the early tender period in respect of each of the tender offers expired at 5:00 pm, New York City time, on September 20, 2010 (the “Consent Time”). Holders of Existing Notes who validly tendered (and did not validly withdraw) their Existing Notes and validly delivered (and did not validly revoke) their corresponding consents at or prior to the Consent Time, will, if their Existing Notes are accepted for purchase, be entitled to receive the applicable total consideration per $1,000 principal amount of Existing Notes tendered, which consists of the purchase price and a consent payment, in each case as set forth in the table below, plus accrued and unpaid int

Visant Corp – Form of Rabbi Trust Agreement (May 18th, 2010)

This Agreement (the “Trust Agreement”), made this [__] day of May, 2010, by and among Visant Holding Corp. (“VHC”) and Jostens, Inc. (“Jostens” and together with VHC, the “Company”) and WELLS FARGO BANK, N.A., (the “Trustee”),

Visant Corp – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Marc L. Reisch (May 18th, 2010)

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 17, 2010 by and between Visant Holding Corp. (“VHC”), Jostens, Inc. (“Jostens”) and Marc Reisch, and further amends and restates the Amended and Restated Employment Agreement entered into as of December 19, 2008 by and between VHC and Marc Reisch (the “Executive”) (which prior agreement amended and restated an employment agreement originally entered into by and between VHC and Executive on October 4, 2004 (the “Original Effective Date”)).

Visant Corp – Visant Holding Corp. Marc L. Reisch 2010 Supplemental Executive Retirement Plan (May 18th, 2010)

This Marc L. Reisch Supplemental Executive Retirement Plan (the “Plan”), effective as of May 17, 2010 (the “Effective Date”), is established for Marc L. Reisch (the “Participant”) by Visant Holding Corp. (“VHC”). This Plan is intended to be a non-qualified “top hat” plan for purposes of ERISA and is intended to comply with Section 409A of the Code. In the event that the Participant terminates Employment prior to the Effective Date, this Plan shall be void ab initio, and the Participant’s rights to post-retirement benefits shall be determined by reference to Section 9 of the Participant’s prior amended and restated employment agreement with VHC dated December 19, 2008 (“Prior Employment Agreement”) (with such modifications to payment terms as required to avoid subjecting the Participant to additional taxation under Section 409A of the Code).

Visant Corp – AMENDMENT TO THE JOSTENS HOLDING CORP. 2003 STOCK INCENTIVE PLAN (April 1st, 2010)

Pursuant to resolutions duly adopted by the Board of Directors of Visant Holding Corp. (“Visant Holding”, formerly known as Jostens Holding Corp. (the “Company”)) on February 26, 2010 in accordance with Section 13 of the Jostens Holding Corp. 2003 Stock Incentive Plan (the “Plan”), effective as of the date hereof:

Visant Corp – [Form of 2010 Visant Holding Corp. Long-Term Incentive Award Letter] Visant Holding Corp. (April 1st, 2010)

Visant Holding Corp. (“VHC”) and its Subsidiaries (collectively, the “Company”) consider it essential to continue to provide incentives for key personnel of the Company to remain employed with the Company and focused on achieving a high level of performance aligned with the interests of the stockholders of VHC.

Visant Corp – [Form of 2010 Jostens, Inc. Long-Term Incentive Award Letter] Visant Holding Corp. (Jostens) (April 1st, 2010)

Visant Holding Corp. (“VHC”) and its Subsidiaries (collectively, the “Company”) consider it essential to continue to provide incentives for key personnel of the Company to remain employed with the Company and focused on achieving a high level of performance aligned with the interests of the stockholders of VHC.

Visant Corp – AMENDMENT NO. 2 dated as of May 28, 2009 (this “Amendment”), to the Credit Agreement dated as of October 4, 2004, as amended by Amendment No. 1 and Agreement with respect thereto dated as of December 21, 2004 (as so amended, the “Credit Agreement”), among VISANT CORPORATION, a Delaware corporation (the “Borrower”), JOSTENS CANADA LTD., a Manitoba corporation (the “Canadian Borrower”), VISANT SECONDARY HOLDINGS CORP., a Delaware corporation (“Holdings”), the lending institutions from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE, as Administrativ (June 1st, 2009)

Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Visant Corp – FOR IMMEDIATE RELEASE News Release (December 22nd, 2008)

NEW YORK, NEW YORK, October 8, 2008 – Arcade Marketing today announced the decision to consolidate certain of its print production operations. As a result of the decision, the company will cease producing certain of its products at its operations in Chattanooga, Tennessee and consolidate the print production into its affiliated Dixon, Illinois facility later this year. Arcade remains committed to the Chattanooga community, and customer service, technical and certain administrative functions as well as Arcade’s label product production will remain in Chattanooga.

Visant Corp – [Form of Long-Term Incentive Award Letter] Visant Holding Corp. (November 12th, 2008)
Visant Corp – FOR IMMEDIATE RELEASE News Release Contact information: Paul Carousso Tel: 914.595.8218 (October 8th, 2008)

NEW YORK, NEW YORK, October 8, 2008 – Arcade Marketing today announced the decision to consolidate certain of its print production operations. As a result of the decision, the company will cease producing certain of its products at its operations in Chattanooga, Tennessee and consolidate the print production into its affiliated Dixon, Illinois facility later this year. Arcade remains committed to the Chattanooga community, and customer service, technical and certain administrative functions as well as Arcade’s label product production will remain in Chattanooga.

Visant Corp – News Release FOR IMMEDIATE RELEASE (September 8th, 2008)

Arcade is a subsidiary of Visant Corporation, a marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational and trade publishing segments. Visant’s consolidated net sales for fiscal year 2007 were $1.3 billion. Additional information is available at www.visant.net.