Exhibit 10.j
February 3, 1997
BUSINESS RESTRICTED
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxxx X. Xxxxxx
0000 X. Xxxx xx xxx Xxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000
RE: Separation Agreement
Dear Xxxxx:
This letter when signed by you will void and supersede any prior agreements
between you and Jostens, Inc. ("Jostens") relating to your employment and it
will confirm the mutual arrangements we have made for your separation from
Jostens.
The terms of the Agreement are as follows:
1. Commencing immediately you will continue as an Executive Vice President of
Jostens and shall continue in this role through April 15, 1997. At all times
during your employment with Jostens you, of course, will support, follow,
and use your best efforts to implement the directions and strategies
requested by myself as the Chief Executive Officer of Jostens.
You hereby agree to resign as an officer and active employee of Jostens as
of April 15, 1997 ("Date of Resignation"). It is agreed that as long as this
letter is in effect your employment with Jostens may not be terminated
except pursuant to the terms of this letter.
2. As a result of your resignation as an officer and active employee pursuant
hereto, the terms set out herein will govern the separation arrangement
between you and Jostens.
Page 2
1. You will resign as an officer of Jostens effective as of the Date of
Resignation.
2. Commencing as of the Date of Resignation you will receive the equivalent of
twelve (12) months of your then current base salary payable over a period of
twenty-four (24) months ("Salary Continuation Period").
3. You will continue to be eligible to receive a payout (if any is earned)
pursuant to the calendar year 1997 annual management bonus plan. This bonus
payment will be made at the same time as bonus payments are paid to other
Jostens executives pursuant to the 1997 annual management bonus plan. The
amount of the bonus (if any is earned based upon the full year's target
objectives) will be paid to you prorated for the first three month period
ended March 31, 1997.
4. Payment for four (4) weeks of vacation will be paid to you in a lump sum
within thirty (30) days of the Date of Resignation. No vacation will be
accrued during the Salary Continuation Period.
5. All of your existing employee benefits and executive perquisites, as they
may be modified from time to time by Jostens during your Salary Continuation
Period, will continue in the same manner as that of a full-time, active
senior executive of Jostens with the exception of your short and long-term
disability and travel insurance coverage, which will no longer be effective
as of your Date of Resignation. Specifically, the following benefits and
perquisites available to you during this period will be treated as follows:
1. 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. You will be
eligible for normal COBRA benefits after the end of your Salary
Continuation Period. In this regard, you will be eligible to participate
either in the Jostens Retiree Medical Program or such separate
replacement programs as Jostens may offer to you. You agree to pay 100%
of the premium costs for you to participate in such programs. In
addition, pursuant to the terms of the Jostens 401(k) Retirement Savings
Plan, you will continue to be eligible to receive vesting and Jostens
company matching contributions under the Plan for all contributions made
through April 30, 1999.
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2. Jostens will continue to provide you with the lease of a company vehicle
and continue to reimburse you for costs of operating that vehicle, or
alternatively, you will be provided a monthly vehicle allowance on the
same basis as other top level executives of Jostens.
3. You will be eligible to continue the use of Jostens' personal computer
and the financial planning, executive medical reimbursement and
executive physical benefits on the same basis as they have been provided
to you in the past.
4. The employee benefits and perquisites referred to in Section 2.e.i., ii.
and iii. will be provided only during the Salary Continuation Period or
until such benefits or perquisites are replaced as a result of you
obtaining other full-time employment, whichever occurs first.
6. Through the Salary Continuation Period, you will continue to receive
years of service credit and eligibility as if you were still a full-time
active employee of Jostens in the Jostens Pension Plan "D" and
supplemental Pension Plan on the same terms and conditions as apply to
other executive officers of Jostens. However, your vesting and
eligibility in the Jostens Executive Supplemental Retirement Plan will
cease as of your Date of Resignation.
7. To assist you in obtaining alternative employment, Jostens will
reimburse you for up to $25,000 for employment assistance services. This
payment will only be available through the Salary Continuation Period
and will be made to organizations providing re-employment assistance,
outplacement services, search firms, employment agencies or firms which
might be providing services related to your seeking other employment or
for actual travel and other expenses related to seeking other
employment.
3. For purposes of vesting and exercise of the 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
option awards will be considered your fully qualified effective retirement
date from Jostens. Specifically, this agreement shall amend your Stock
Option Agreement dated April 21, 1994 to provide for five (5) years of
service instead of ten (10) years of service in order to qualify for
retirement treatment under the terms of the 1987 Stock Option Plan.
4. As of the Date of Resignation you will no longer be considered an officer of
Jostens for federal securities 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 your Date of
Resignation.
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5. 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 publicly support and positively 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.
3. That, during the period up to and including April 30, 1999 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, which approval will not be unreasonably withheld, you will not
on or before April 30, 1999 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. Any request by you for confirmation that an
activity is not competitive or request for consent shall be responded to
within thirty (30) days of such request.
5. Should you breach any terms of this paragraph, and such breach remains
uncured after providing you with ten (10) days prior written notice of
such breach, 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.
6. To return all company property not otherwise provided for herein,
including keys and credit cards on or before your Date of Resignation.
7. To notify Jostens in writing immediately when the benefits and
perquisites identified in Section 2.e.i., ii. and iii. are replaced as a
result of your commencement of other full-time employment.
Page 5
6. 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 on
the same basis as it is offered to all other executive officers of
Jostens.
7. 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 reasonable out-of-pocket
expenses you incur in cooperation with the rendering of any assistance
to Jostens pursuant to this paragraph.
8. This Agreement shall be binding upon Jostens and any of its successors
in interest. This Agreement and the benefits and perquisites provided
for herein (including the salary continuation payments provided for in
paragraph 2.b.) shall inure to the benefit of your heirs or successors,
subject in the case of benefits provided pursuant to employee benefit
plans to the terms of any such plans incorporating such benefits, and
specifically in the case of your death subject to termination of the
perquisites in paragraph 2.e.ii. and iii. and 2.g. 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.
9. 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. We also understand that you may contact individuals within
Jostens for personal references outside of our normal Human Resource
procedures. In this situation, we expect your requests to be in writing
and such company employees will be providing their own personal opinions
and not those of Jostens. In these situations, you agree not to make any
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claims and shall hold Jostens harmless for any information provided by
your personal requests.
10. 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.
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.
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
Xxxxxx X. Xxxxxxxxxx
President and CEO
AGREED AND APPROVED:
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
Dated: February 4, 1997
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