Exhibit 10.14
PERSONAL AND CONFIDENTIAL
August 13, 1999
Xxxx Xxxx
000 Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Dear Xxxx:
This letter, when signed by you, will confirm the mutual Separation Agreement
("Agreement") we have reached concerning your termination of employment with
Jostens, Inc. ("Jostens").
Your compensation, perquisites and benefits will continue through the effective
date of your termination of employment. After the effective date of your
termination of employment, you will be entitled to continuing compensation,
perquisites and benefits only to the extent provided in the Jostens, Inc.
Executive Severance Pay Plan (the "Severance Pay Plan") or as described in this
letter.
The following terms and conditions apply:
1. Effective Date: Effective August 20, 1999 your employment with Jostens will
terminate. In this letter, this date is referred to as your "Termination
Date."
2. Accrued Vacation: Your last regular paycheck will include a payment equal to
the value of your accrued, unused vacation pay. You will not accrue vacation
after your Termination Date.
3. Severance Pay Plan Benefits: You will be entitled to the following benefits
under the Severance Pay Plan, subject to the limitations, conditions and
terms set forth in the Severance Pay Plan, a copy of which is attached.
a Salary Continuation: Your base salary (minus federal, state and local
withholdings and any liens) will be continued at your current rate (not
including bonuses or other incentives) in bi-weekly payments until August
20, 2000. At any time, Jostens may, but is not required to, pay the
remaining payments to you in a lump sum payment without your consent.
b Management Bonus: You will receive a pro-rated (through June 30, 1999 or
six (6) months) portion of any management bonus that may be earned based
on Jostens performance for the six month period ending June 30, 1999. Any
bonus earned will be paid to you at the same time that other participants
receive their pay out. You will not be eligible for any management bonus
for any calendar year beginning after your Termination Date.
c COBRA Premiums: Your current group medical, dental and life coverage will
remain in effect until the last day of the pay period that includes your
Termination Date. Your current group vision coverage will remain in
effect until the last day of the calendar month that includes your
Termination Date. You may elect to continue coverage following these
dates by paying the full cost of the premium as provided by COBRA
legislation. You will be advised separately of your coverage continuation
rights by DCA, Inc., the COBRA administrator. If you elect to continue
coverage, Jostens will reimburse you for a portion of your COBRA premium
payments. The
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amount of the reimbursement is the amount by which the COBRA premiums
exceed the premiums paid for the coverage in question by similarly
situated active employees of Jostens. The reimbursement payments will be
taxable income subject to withholding and will be reported on a Form W-2.
To be eligible for reimbursement you must comply with reimbursement
procedures specified by Jostens.
(You may also be entitled to convert your group life coverage to an
individual policy. Contact Xxxx Xxxxxxxx if you desire conversion
information.
d Perquisites: Your perquisites, car allowance, financial planning, medical
reimbursement, etc., will remain in effect until August 20, 2000. Your
continued perquisites are subject to any reductions applicable to
similarly situated active Jostens employees.
e Additional Benefits: Pursuant to Section 3.2 of the Plan, you are
entitled to the following benefits: Market Leadership bonus of
$50,000.00, payable in February, 2000; waiver of Paragraph 3. (iii) and
(iv) to extent of limited, part-time consulting for Jostens on an as-
needed basis.
f Conditions and Limitations:
(i) Waiver and Release of Claims: You acknowledge that in order to
receive any payments or benefits under the Plan, you must sign this
Agreement, which includes a waiver and release of claims, (see
Section 16), and you must not revoke the waiver and release of
claims within the period described in Section 17 and 18. If the
waiver and release of claims is at any time determined to be
partially or wholly unenforceable or ineffective in any respect for
any reason, (1) you will no longer be entitled to reimbursement of
health premiums as described in clause (c) or to continued
perquisites as described in clause (d), (2) the payments described
in clauses (a) and (b) will be reduced by 30% (of the gross payments
before any after reductions), (3) you must promptly reimburse
Jostens for the full amount or value of any reimbursements or
perquisites described in clause (c) or (d) that you previously
received and (4) you must promptly reimburse Jostens for 30% (of the
gross payments before any after reductions) of any payments
described in clauses (a) and (b) that were previously made.
(ii) Non-Compete and Confidentiality: You acknowledge that in order to
receive payments or benefits under the Plan, you must not compete
with Jostens or disclose confidential information. If you do, (1)
you will no longer be entitled to reimbursement of health premiums
as described in clause (c) or to continued perquisites as described
in clause (d), (2) the payments described in clauses (a) and (b)
will be reduced by 70% (of the gross payments before any other
reductions), (3) you must promptly reimburse Jostens for the full
amount or value of any reimbursements or perquisites described in
clause (c) or (d) that you previously received and (4) you must
promptly reimburse Jostens for 70% (of the gross payments before any
other reductions) of any payments described in clauses (a) and (b)
that were previously made. You will be deemed to compete with
Jostens if the Administrator of the Plan determines that, directly
or indirectly, alone or as a partner, officer, director,
shareholder, sole proprietor, employee or consultant of any other
firm or entity, you have engaged, are engaging or intend to engage
in any commercial activity in competition with any part of the
business of Jostens or any affiliate as conducted at the time in
question or solicit, or you have solicited or interfered, are
soliciting or interfering or intend to solicit or interfere with the
relationship of Jostens or any affiliate with, any customers,
suppliers, employees or sales representatives of Jostens or any
affiliate. Confidential information means any
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information relating to the business or affairs of Jostens or any
affiliate, including but not limited to information relating to
financial statements, customer identities, potential customers,
employees, sales representatives, suppliers, servicing methods,
equipment, programs, strategies and information, analyses, profit
margins or other proprietary information used by Jostens or an
affiliate except for information in the public domain or known in
the industry through no wrongful act on your part.
(iii) Return to Jostens: If you return to work for Jostens or one of its
affiliates, you will not be entitled to any further benefits under
the Plan.
(iv) Other Work: Except for part time consulting, if you perform any
services for which you receive, directly or indirectly, remuneration
as an employee, consultant, sole proprietor, partner, member, owner
or otherwise (other than as an employee of Jostens or an affiliate),
then (1) your salary continuation payments will be reduced by an
amount equal to your rate of base pay or the equivalent of base pay,
(2) you will receive any management bonus to which you become
entitled as described in clause (a) and (3) your COBRA premium
reimbursements and perquisites described in clauses (c) and (d) will
end. You agree to promptly notify Jostens if you perform any such
services during your salary continuation period. You also agree to
promptly notify Jostens of your remuneration for your services, and
any change in remuneration and the effective date of the change.
(v) Other: You acknowledge that you have carefully reviewed the Plan,
and particularly Section 4.5 of the Plan, and understand the other
limitations on the benefits described above.
4. AD&D and Business Travel Accident Insurance: Your current accidental death
and dismemberment insurance coverage and business travel accident coverage
will remain in effect until the last day of the pay period that includes
your Termination Date.
5. Spending Accounts: If you participated in either the Health Care Expense
Account or Dependent Care Account, deductions will stop as of the last day
of the pay period that includes your Termination Date. Your Health Care
Expense account may be continued through COBRA. You will be advised
separately of coverage continuance rights by DCA, Inc., the COBRA
administrator.
6. Pension Plan: Under the current terms of Jostens Pension Plan "D" you will
continue to be credited with service during your salary continuation period
and your salary continuation payments count as annual salary, subject in
each case to the terms of Pension Plan "D." Jostens is in the process of
amending Pension Plan "D" so that no service will be credited during the
salary continuation period and salary continuation payments will not count
as annual salary. When the amendment is adopted it will apply to you for the
portion of your salary continuation period following the effective date of
the amendment. Your entitlement to benefits under the Pension Plan [and the
Supplemental Pension Plan] will be determined in accordance with the terms
of the Plan[s].
7. 401(k) Retirement Savings Plan: Under the current terms of the Jostens, Inc.
401(k) Retirement Savings Plan, you may elect to make 401(k) contributions
from your salary continuation payments, subject to the terms of the 401(k)
Retirement Savings Plan. Jostens is in the process of amending the 401(k)
Retirement Savings Plan so that 401(k) contributions may not be made from
salary continuation payments. When this amendment is adopted, it will apply
to you for the portion of your salary continuation period following the
effective date of the amendment. Any outstanding loans will become due in
full as of your Termination Date. Distribution of your account balances, if
any, will be made after your Termination Date in accordance with the terms
of the Plan.
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8. Deferred Compensation Plan: You may elect to defer your salary continuation
payments made during the 2-year period beginning on your Termination Date
under the Deferred Compensation Plan. Your account under the Deferred
Compensation Plan will not be distributed until after the end of your salary
continuation period or the second anniversary of your Termination Date,
whichever is earlier.
9. Executive Supplemental Retirement Agreement: You will not accrue additional
benefits [or earn additional service for vesting or any other purposes]
under your Executive Supplemental Retirement Agreement after your
Termination Date. Your entitlement to benefits under your Executive
Supplemental Retirement Agreement will be determined in accordance with the
terms of the Agreement. You acknowledge that you are not entitled to receive
any benefits under your Executive Supplemental Retirement Agreement because
you have not completed at least 7 years as an executive officer of Jostens.
10. Short and Long Term Disability: Short-and Long-Term Disability coverage will
cease on your Termination Date. Contact your HR representative if you desire
conversion information on the Long-Term Disability Plan.
11. Performance Pays Bonus: You will not be entitled to receive any Performance
Pays bonus for the performance period ending this calendar year or for any
subsequent performance period.
12. Stock Options: You have a period of 12 months following your Termination
Date to exercise your stock options which have vested and not expired as of
your Termination Date. Option exercises must be in accordance with the terms
of the applicable Stock Option Plan. Your restricted stock shall be
considered 100% vested.
13. Confidentiality/No Admission: You agree to keep the existence and all
specific terms of this Agreement confidential and you further agree not to
disclose any information concerning this Agreement to any person, company,
entity or third party other than your attorney, accountant, tax advisor,
spouse and other immediate family. You and Jostens also agree that the
existence of this Agreement is not an admission by Jostens that the
termination of your employment was in any way wrongful or discriminatory or
violated any law.
14. Confidentiality Duty: You acknowledge that while employed by Jostens you had
access to Jostens' confidential and proprietary information and/or trade
secrets. You further acknowledge your continuing duty not to disclose,
furnish or otherwise make available such information and/or trade secrets to
any person, company, entity or third party.
15. Return of Company Property: You acknowledge that prior to the date on which
you sign this Agreement, you have returned all Jostens' property in your
possession or control, including, but not limited to, any company credit
card (or any credit card on which the company is guarantor), Jostens'
business files, documents or data in any form, computer, fax, printer or
other equipment. Further, you agree to repay to Jostens the amount of any
permanent or temporary advances and balance owing on any credit cards of any
monies due and owing Jostens or for which Jostens is a guarantor.
16. Waiver and Release of Claims: In consideration of the benefits provided to
you under this Agreement you agree: you release and forever discharge
Jostens, its subsidiaries and affiliated companies including each of their
officers, directors, agents and employees from and waive all causes of
action, damages, liability and claims of whatever nature relating to or
arising out of your employment with Jostens, its subsidiaries and affiliated
companies and the termination of your employment, including but not limited
to, claims under federal, state or local discrimination laws, claims arising
out of wrongful termination, whistle blowing claims and the Age
Discrimination in Employment Act. The prior sentence does not release or
discharge Jostens or you from obligations under this Agreement or which
arise after the date you sign this
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Agreement. Nothing in this Agreement prevents you from filing a charge or
complaint, including a challenge to the validity of this Agreement or the
waiver and release of claims in this section, with the Equal Employment
Opportunity Commission or participating in any investigation or proceeding
conducted by the Equal Employment Opportunity Commission.
17. Revocation:
a You have the right to revoke only that portion of this waiver and release
which relate to claims under the Age Discrimination in Employment Act
within 7 days from the date you sign this Agreement. You likewise have
the right to rescind only that portion of this waiver and release which
relates to claims under the Minnesota Human Rights Act by written notice
to Jostens within 15 days from the date you sign this Agreement. To be
effective, this rescission or revocation must be in writing and hand-
delivered or mailed to Jostens to the attention of Xxxxxx Xxxxxx,
Jostens, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 and sent
by certified mail, return-receipt requested. Rescission or revocation of
the release will result in cessation of any future separation payments to
be paid.
b You agree that if you exercise any right of rescission or revocation,
payments made to you by Jostens under this Agreement will be sufficient
consideration for the release of all other claims you have against
Jostens, except those under the Age Discrimination in Employment Act and
in Minnesota, those under the Minnesota Human Rights Act.
18. Miscellaneous: You acknowledge that you have been at least 21 days from the
date you receive this Agreement to consider this Agreement and that you have
been advised to and have had the opportunity to consult legal counsel of
your own choosing concerning this Agreement and that you have entered into
it of your own free will and without compulsion. Both you and Jostens agree
that any written changes to this Agreement, whether material or immaterial
will not restart the running of the 21-day period.
This Agreement contains the entire agreement and understanding of the
parties. No representations have been made or relied upon by either party
other than those that are expressly set forth in this Agreement, and each
party has entered into this Agreement voluntarily and without coercion. If
any portion or provision of this Agreement is deemed unenforceable, the
Agreement will be deemed modified to remaining provisions will remain in
full force and effect.
This Agreement may not be altered, amended or modified unless done in
writing and signed by an executive officer of Jostens and you. Nothing in
this Agreement, however, in any way prevents or limits Jostens from amending
or terminating any of its benefit plans, policies or practices and in such a
case, your rights would be determined solely under the terms of the plan,
policy or practice in question.
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If this Agreement is acceptable to you, please sign and return this letter
to Xxxxxx Xxxxxx, Xxxxxxx, 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx
00000 by September 6, 1999. Should any overpayments be made to you under
this Agreement or after a revocation or rescission of this Agreement, you
are responsible for immediate repayment to Jostens.
Yours truly,
By /s/ Xxxxxx Xxxxxxxxxx
------------------------------------------
Xxxxxx Xxxxxxxxxx
Chief Executive Officer
AGREED AND ACCEPTED:
By /s/ Xxxx Xxxx
------------------------------------------
Xxxx Xxxx
August 13, 1999
------------------------------------------
DATE
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ACKNOWLEDGMENT
I acknowledge that on August 13, 1999, I was provided with the attached
Separation Agreement ("Agreement").
I further acknowledge that I have been advised to consult with an attorney
before entering into the attached Agreement, and that I have been given a period
of at least 21 days to consider whether to accept the Agreement.
I have received and read the above acknowledgment, and I fully understand
its meaning.
By /s/ Xxxx Xxxx
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Xxxx Xxxx
August 13, 1999
------------------------
Date
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