Exhibit 10.i
November 11, 1996
BUSINESS RESTRICTED
PERSONAL AND CONFIDENTIAL
Xx. Xxxx X. Xxxxx
00000 Xx. Xxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
RE: Employment and Separation Agreement
Dear Xxxx:
This letter when signed by you will void and supersede any prior agreements
between you and Jostens, Inc. ("Jostens") relating to your employment and
possible separation from "Jostens" and it will confirm the mutual arrangements
we have made for your continued employment and your planned separation from
Jostens.
The terms of the Agreement are as follows:
1. You will continue in an employment consulting capacity to Jostens through
December 31, 1996. During that period of time you will assist as requested
by me in the transition of Jostens Human Resources responsibilities and
International business responsibilities to those individuals responsible for
assuming those duties. For the period up through December 31, 1996 you will
continue to receive all the benefits and perquisites that you are currently
receiving on the same basis and terms. At all times during this consulting
period with Jostens you, of course, will support, follow and implement the
directions and strategies requested by me as the Chief Executive Officer of
Jostens.
2. You agree to terminate your active employment consulting duties with Jostens
as of December 31, 1996 ("Discontinuance of Active Employment Date").
3. Effective as of your Discontinuance of Active Employment Date, the terms set
out below will govern the separation arrangement between you and Jostens.
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1. You will receive a special mission bonus based on the successful
execution of the joint venture arrangements in Chile and Colombia by no
later than December 31, 1996. This bonus will be equal to two (2)
months of your current base salary and will be paid to you in January,
1997. You are not eligible to participate in any management bonus
program relating to the six month stub period ending December 31, 1996.
2. Commencing as of January 1, 1997 you will receive the equivalent of
twelve (12) months of your then current base salary payable over a
period of the next twelve (12) months ("Salary Continuation Period").
3. Payment for four (4) weeks' of unused vacation will be paid to you in a
lump sum within thirty (30) days of the Discontinuance of Active
Employment Date. No vacation will be accrued during the Salary
Continuation Period.
4. All of your current employee benefits and executive perquisites will
continue in the same manner as that of a full-time, active senior
executive of Jostens through your Salary Continuation Period, with the
exception of your short and long-term disability and travel insurance,
which will no longer be effective as of your Discontinuance of Active
Employment Date.
Through your Salary Continuation Period, you will continue to receive
the following employee benefits and receive years of service credit as
if you were still a full-time active employee of Jostens: health and
dental coverage, life insurance, continued eligibility and
participation in the Jostens 401(k) Retirement Savings Plan, Jostens
Pension Plan "D" and supplemental pension program on the same terms and
conditions as apply to other executive officers of Jostens.
5. For purposes of Jostens providing life, health and dental coverages,
Jostens will consider your separation date from Jostens to be effective
as of the last day of your Salary Continuation Period and your annual
base salary to be the annual rate as of December 31, 1996. You will be
eligible for normal COBRA benefits after December 31, 1997. In
addition, pursuant to the terms of the Jostens 401(k) Retirement
Savings Plan, you will continue to receive Jostens company matching
contributions under the Plan for all contributions made through
December 31, 1997.
6. Jostens will continue to provide you with a monthly vehicle allowance
through the last day of your Salary Continuation Period on the same
basis that you currently receive it.
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7. To assist you in obtaining possible alternative employment, Jostens
will reimburse you for up to $25,000 for employment assistance costs
and services which you actually incur prior to December 31, 1998. This
payment will be provided to you to cover re-employment assistance,
outplacement services, search firms, employment agencies or firms,
personal travel expenses and other costs you may incur as part of your
efforts to seek other employment.
8. You will be eligible to continue your club dues, financial planning,
executive medical reimbursement and executive physical benefits on the
same basis as they have been provided to you in the past through the
conclusion of your Salary Continuation Period.
9. If you sell your current home and relocate outside of the eligible
relocation area prior to December 31, 1998 Jostens will reimburse you
for up to a six percent (6%) of any realtor's fee you actually incur
associated with the sale of your current home, and for up to $50,000 in
actual costs you incur for the moving of your personal household goods
to a new location outside of the eligible relocation area.
10. As of the Discontinuance of Active Employment Date you will no longer
be considered an insider of Jostens for federal securities rules
reporting purposes. Please note that the same reporting requirements
you have been obligated to follow in the past will continue to apply
for a period of six (6) months after the Discontinuance of Active
Employment Date.
11. For purposes of vesting and the exercise of any stock option grants and
restricted shares that you have been awarded in Jostens stock, you will
be considered a full-time active employee of Jostens through the last
day of your Salary Continuation Period, which date for purposes of
these stock awards will be considered your effective retirement date
from Jostens.
12. In consideration for what Jostens has agreed to provide you as
identified above, you agree:
1. That from the date of this Agreement through the Salary
Continuation Period, you will support and endorse the strategies,
directions and goals of Jostens.
2. That you will not, during or subsequent to your employment with
Jostens, divulge, furnish, or make accessible to anyone any
confidential proprietary information of Jostens or any of its
subsidiary or affiliated companies.
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3. That, during the period up to and including December 31, 1998, you
will not solicit or entice current Jostens employees or sales
representatives to accept employment with you or any new employer
with whom you may become associated.
4. Unless specifically approved in writing by the General Counsel of
Jostens, you will not on or before December 31, 1998 serve as a
director, officer, employee, consultant, partner, representative,
agent, advisor or independent contractor of any company or
establish your own business which is in direct or indirect
competition with any of Jostens' current or currently planned
business activities.
5. Should you breach any terms of this paragraph, Jostens will be
entitled, in addition to any other legal rights it may have, to
terminate any unpaid monies that may be due you under this
Agreement and shall have the right to recover that portion of any
payments made to you under the terms of this Agreement. In
addition, you will forfeit any shares of restricted stock which
have not fully vested. In the event of a breach by either party,
the prevailing party in any subsequent litigation or arbitration
shall be entitled to recover their reasonable attorney's fees.
6. To return all company property not otherwise provided for herein,
including keys and credit cards on or before December 31, 1996. You
will be allowed the continued use of your cellular phone and
personal computer, which should be returned to the company at the
end of the Salary Continuation Period.
4. Jostens, its officers, directors, agents, employees, and subsidiary
companies, on one hand, and you, on the other hand, agree to
release and forever discharge each other from and to waive all
causes of action, damages, liability and claims of whatever nature
relating to or arising out of your employment with Jostens and the
cessation of that employment including, but not limited to, claims
under federal, state, or local discrimination laws, and the Age
Discrimination and Employment Act, provided however, that nothing
herein shall release or discharge Jostens or you from obligations
under this Agreement or which arise after the date you sign this
Agreement. Also, nothing herein shall limit or restrict your right
to indemnification, which right shall continue through the Salary
Continuation Period on the same basis as it is offered to all other
executive offices.
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5. At Jostens' request, you will continue to fully cooperate with
Jostens in any current and future claims or lawsuits involving
Jostens where you have knowledge of the underlying facts. In
addition, you will not voluntarily aid, assist, or cooperate with
any claimants or plaintiffs or their attorneys or agents in any
claims or lawsuits commenced in the future against Jostens;
provided, however, that nothing in this Agreement will be construed
to prevent you from testifying at an administrative hearing, a
deposition or in court in response to a lawful subpoena in any
litigation or proceeding involving Jostens. Jostens further agrees
to reimburse you for any requested out-of-pocket expenses you incur
in cooperation with the rendering of any assistance to Jostens
pursuant to this paragraph.
6. This Agreement shall be binding upon Jostens and any of its
successors in interest and shall inure to the benefit of your heirs
or successors. This Agreement contains the entire agreement and
understanding of the parties and no representations have been made
or relied upon by either party other than those that are expressly
set forth herein. This Agreement may not be altered, modified or
amended unless done in writing and signed by you and an officer of
Jostens. In the event of your death, the salary continuation
payments provided for in paragraph 2 (a) and (b) herein shall inure
to the benefit of your heirs.
7. Jostens, upon specific request, will provide legally appropriate
references. Should you wish to have any additional information
released by Jostens, you should request such in writing and agree
to hold Jostens harmless for any such information transmitted on
your behalf pursuant to your request.
You acknowledge that you have been given up to twenty-one (21) days to
consider this Agreement and have been advised 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.
You have the right to rescind that portion of this waiver and release
which deals with charges or claims brought pursuant to the Minnesota
Human Rights Act or the Age Discrimination and Employment Act within
fifteen (15) days from the date you sign this Agreement. To be
effective, this rescission must be in writing and hand delivered or
mailed to Jostens, Inc. to the attention of Xxxxxxx X. Xxxxxx, Xx.
within the fifteen (15) day period. If mailed, the recision must be
post marked within the fifteen (15) day period, and be properly
addressed to Jostens, Inc., 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Xx. and sent by
certified return receipt requested. Rescission of the release will
result in cessation of all payments and benefits provided by Jostens
pursuant hereto.
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If this Agreement and the conditions contained herein are agreeable to you,
please sign and return this letter to me within twenty-one (21) days or as
soon as possible, thereby noting your knowing and voluntary agreement.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
President and CEO
AGREED AND APPROVED:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Dated: November 11, 1996
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