FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 200 (the “Effective Date”) between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • Delaware
THIS AGREEMENT, dated as of , 200 (the “Grant Date”) is made by and between Visant Holding Corp. (formerly known as Jostens Holding Corp.), a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • April 1st, 2005 • Visant Holding Corp • Jewelry, precious metal • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Visant Holding Corp. (formally known as Jostens Holding Corp.), a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). The undersigned, Fusion Acquisition LLC, a Delaware limited liability company (“Fusion”) and DLJ Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners III GmbH & Co. KG, Millennium Partners II, L.P. and MBP III Plan Investors, L.P. (collectively, the “DLJMB Funds” and, Fusion and the DLJMB Funds, each an “Investor” and together Fusion
