AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN COMMEMORATIVE BRANDS, INC. AND NORMAN C. SMITH
EXHIBIT 10.17
This Agreement amends the agreement between Commemorative Brands, Inc. (the “Company”) and
Xxxxxx X. Xxxxx (the “Executive”) captioned “Employment Agreement” and dated as of January 14,
2000, as amended and in effect on the date immediately prior to the effective date hereof (the
“Employment Agreement”). All capitalized terms used in this Agreement shall have the meaning
ascribed to them in the Employment Agreement, unless otherwise expressly provided herein.
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
| 1. | Section 6.1 of the Employment Agreement is amended and restated in its entirety to read as follows: |
“Termination by Company for Cause. If any of the following events or circumstances
occur, the Company may terminate Executive’s employment under this Agreement at any time during or
at the end of the initial or any extended term of this Agreement for any of the following causes
(each a “Cause”):
(i) conviction of a felony;
(ii) willful failure to perform the Executive’s material duties and responsibilities to
the Company and its Affiliates which remains uncured after 30 days’ notice from the
Company specifying in reasonable detail the nature of the willful failure or negligence;
(iii) fraud or embezzlement with respect to the Company or any of its affiliates;
(iv) willful failure or refusal to carry out a lawful and proper directive of the Board;
or
(v) willful, material breach of contractual obligations to the Company with respect to
confidentiality, non-competition or non-solicitation.
Upon payment by the Company to Executive of all salary earned but unpaid, accrued and unused
vacation and any accrued and unpaid bonus, to the date of such termination, the Company shall have
no further obligation or liability to Executive and Executive will not be entitled to receive the
Termination Payments or Termination Benefits (as such terms are defined below) except aforesaid
vacation and any accrued bonus.”
| 2. | Section 6.4 of the Employment Agreement is amended and restated in its entirety to read as follows: |
“Termination by Executive With Good Reason. Executive may terminate his employment
under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
(i) failure of the Company to continue the Executive in his/her current position and
title;
(ii) material diminution in the nature or scope of the Executive’s responsibilities,
duties or authority;
(iii) relocation of the Executive’s office anywhere other than Austin, Texas without
his/her consent; or
(iv) failure of the Company to provide the Executive base salary, incentive compensation
and other benefits in accordance with the terms of this Agreement, excluding an
inadvertent failure which is cured within ten business days following notice from the
Executive specifying in reasonable detail the nature of such failure.
In
the event of termination under this Section 6.4, the Company shall pay to Executive the
same Termination Payments and Termination Benefits to which Executive would have been entitled had
he been terminated by the Company without Cause.”
| 3. | Except as expressly modified herein, the Employment Agreement, and all of its terms and provisions, shall remain unchanged and in full force and effect. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. |
[Remainder of page intentionally left blank]
Intending to be legally bound, the parties have signed this Agreement, to take effect on the
date on which it is signed by the second of the parties.
| THE EXECUTIVE: | |
|||
| /s/ Xxxxxx X. Xxxxx | ||||
| Date: 5-12-04 | ||||
| THE COMPANY: COMMEMORATIVE BRANDS, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: Xxxxx X. Xxxxx | ||||
| Title: President | ||||
| Date: 5/7/04 | ||||
