EMPLOYMENT AGREEMENT - NORMAN C. SMITH

EXHIBIT 10.15

EMPLOYMENT AGREEMENT

          This Employment Agreement ("Agreement") is entered into as of this 14 ^th day of January, 2000, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectively referred to as the "Company") and NORMAN C. SMITH ("Executive").

          The parties hereby agree as follows:

1. Employment. Executive will serve the Company in a capacity in such office as from time-to-time shall be determined by the President and CEO, and will perform, faithfully and diligently, the services and functions performed and will carry out the functions of his office and furnish his best advice, information, judgment and knowledge with respect to the business of the Company. Executive agrees to perform such duties as hereinabove described and to devote full-time attention and energy to the business of the Company. Executive will not, during the term of employment under this Agreement, engage in any other business activity if such business activity would impair Executive’s ability to carry out his duties under this Agreement.

2. Term. This Agreement shall be effective on January 14, 2000 and shall thereafter terminate on January 14, 2001, unless sooner terminated in accordance with this Agreement. Not withstanding the aforementioned termination date, the termination date of this Agreement (and the Employment Term) shall be automatically extended in a constant fashion so that the Employment Term shall always have one year remaining unless either party provides written notice to the other party (the ^" Termination Notice ^" ) of its or his intent to terminate at the end of the Employment Term. At the time of the delivery of the Termination Notice, the termination date shall then be fixed on the date that is one year from the date of such notice, and shall not be subject to further extension. Unless this Agreement is terminated in the manner as aforesaid, thus Agreement and the Employment Term shall be extended as aforesaid without any further action of the parties, on the same terms and conditions as set forth herein, including without limitation the extension provision to provide for a constant one year remaining Employment Term.

3. Compensation and Other Benefits

          3.1 Salary. The salary compensation to be paid by the company to Executive and which Executive agrees to accept from the Company for services performed and to be performed by Executive hereunder shall be an annual gross amount, before applicable withholding and other payroll deductions, of $150,000.00, payable in equal bi-weekly installments of $5,769.23, subject to such changes as the President may, in his sole discretion, from time-to-time determine, but in no case less than the bi-weekly amount specified above.

          3.2 Benefits. Executive shall be entitled to participate in such Executive benefit programs, plans and policies (including incentive bonus plans and incentive stock option plans) as are maintained by the Company and as may be established for the Executives of the Company from time-to-time on the same basis as other Executives are entitled thereto. It is understood that the establishment, termination or change in any such Executive benefit programs, plans or policies shall be at the instance of the Company in the exercise of its sole discretion, from time-to-time, and any such termination or change in such program, plan or policy will not affect this Agreement so long as Executive is treated on the same basis as other Executives participating in such program, plan or policy, as the case may be. Upon termination of employment under this Agreement, without regard to the manner in which the termination was brought about, Executive’s rights in such Executive benefit programs, plans or policies shall be governed solely by the terms of the program, plan or policy itself and not this Agreement. Executive shall be entitled to an annual paid vacation in accordance with the Company ^‘ s personnel policy for his years of service completed as an Executive of the Company (and, to the extent applicable, the Company’s predecessors).

4. Working Facilities. During the term of his employment under this Agreement, Executive shall be furnished with a private office, stenographic services and such other facilities and services as are commensurate with his position with the Company and adequate for the performance of his duties under this agreement.

5. Expenses. During the term of his employment under this Agreement, Executive is authorized to incur reasonable out-of-pocket expenses for the discharge of his duties hereunder and the promotion of business of the Company, including expenses for entertainment, travel and related items. The Company shall reimburse Executive for all such expenses upon presentation by Executive from time-to-time of itemized accounts of expenditures incurred in accordance with customary Company policies.

6. Termination. Executive’s employment under this Agreement may be terminated with or without cause or reason by either Company or Executive upon the following terms and conditions.

          6.1 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 this Agreement for any of the following causes (each a "Cause").

               Upon payment by the Company to Executive of all salary payable, accrued and unused vacation, and any accrued bonus to the date of such termination, the Company shall have no further liability to Executive for compensation in accordance herewith, and Executive will not be entitled to receive the Termination Payment or Termination Benefits (as such terms are defined below) except aforesaid vacation and any accrued bonus.

          6.2 Termination by Company Without Cause. In the event of the termination of Executive ^‘ s employment under this Agreement by the Company at any time during or at the end of the initial or any extended term of this Agreement without Cause as defined in Paragraph 6.1 above, Executive will be entitled to receive 26 bi-weekly paym ents equal to his bi-weekly compensation in effect at the time of such termination, less legally required withholdings. In addition to the Termination Payments, Executive will be entitled to elect the continuation of health benefits under COBRA and the Company will pay COBRA premiums for an 18-month period, beginning on the date that Executive’s health coverage ceases due to his termination, accrued but unused vacation and any accrued bonus ("Termination Benefits"). If Executive obtains employment while he is entitled to receive the Termination Payments and the Termination Benefits, each Termination Payment shall be reduced by the amount of his bi-weekly compensation to be received in connection with his new employment. The combination of the Termination Payments and the Termination Benefits constitute the sole amount to which Executive is entitled if termination is without Cause.

          6.3 Termination by Executive Without Good Reason. Executive may terminate his employment under this Agreement without Good Reason as defined in Paragraph 6.4 below upon the giving of 90 days written notice of termination. In the event of such termination, the Company may elect to pay Executive six months of compensation including unused accrued vacation and any accrued bonus in lieu of 90 days notice, in which event Executive’s services to the Company will be terminated immediately. No Termination Payments or Termination Benefits other than as set forth in Section 6.3 shall be payable upon Executive’s termination of this Agreement without Good Reason.

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          6.4 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:

          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.

          6.5 Death or Permanent Disability. Executive’s employment under