Exhibit 10.32
FORM OF SALE PARTICIPATION
AGREEMENT
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To:
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The Person whose name is
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set forth on the signature page
hereof
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Dear Sir or Madam:
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 and the DLJMB Funds,
the “ Investors ”) hereby agrees with you as
follows, effective upon such grant of an Option:
1.
(a)
In the event that at any time Fusion
(together with any of its affiliates, to the extent provided for in
Paragraph 8 hereof, the “ Selling Investors ”)
proposes to sell for cash or any other consideration any shares of
Class A Common Stock or Class C common stock, par value $0.01 per
share, of the Company (the “ Class C Common Stock
” and, together with the Class A Common Stock, the “
Common Stock ”) owned by it, in any transaction other
than a Public Offering (as defined in the Stockholder’s
Agreement) or a sale to an affiliate of the Selling Investors, the
Selling Investors will notify you or your Management
Stockholder’s Estate or Management Stockholder’s Trust
(as such terms are defined in the Stockholder’s Agreement,
and collectively with you, the “ Management Stockholder
Entities ”), as the case may be, in writing (a “
Notice ”) of such proposed sale (a “ Proposed
Sale ”) and the material terms of the Proposed Sale as of
the date of the Notice (the “ Material Terms ”)
promptly, and in any event not less than 15 days prior to the
consummation of the Proposed Sale and not more than five days after
the execution of the definitive agreement relating to the Proposed
Sale, if any (the “ Sale Agreement
”).
(b)
If at any time Fusion and any of its
affiliates no longer own any shares of Common Stock, the term
“Selling Investors” shall thereafter refer to the DLJMB
Funds and any of its affiliates, to the extent provided in
Section 8 hereof.
(c)
If, within 10 days after the
Management Stockholder Entities’ receipt of Notice under
Section 1(a) or 1(b), the Selling Investors receive from the
Management Stockholder Entities a written request (a “
Request ”) to include Common Stock held by
the
Management Stockholder Entities in the Proposed
Sale (which Request shall be irrevocable unless (a) there
shall be a material adverse change in the Material Terms or
(b) if otherwise mutually agreed to in writing by the
Management Stockholder Entities, and the Selling Investor), the
Common Stock held by you will be so included as provided herein;
provided that only one Request, which shall be executed by the
Management Stockholder Entities, may be delivered with respect to
any Proposed Sale for Common Stock held by the Management
Stockholder Entities. Promptly after the execution of the
Sale Agreement, the Selling Investors will furnish the Management
Stockholder Entities with a copy of the Sale Agreement, if
any.
2.
(a)
The number of shares of Common Stock
which the Management Stockholder Entities will be permitted to
include in a Proposed Sale pursuant to a Request will be the
product of (i) the sum of the number of shares of Common Stock
then owned by the Management Stockholder Entities (and held
pursuant to the Stockholder’s Agreement) plus all
shares of Common Stock which you are then entitled to acquire under
any unexercised portion of the Option, to the extent such Option is
then exercisable or would become exercisable as a result of the
consummation of the Proposed Sale, multiplied by (ii) a
fraction (A) the numerator of which shall be the aggregate
number of shares of Common Stock proposed to be purchased by the
buyer in the Proposed Sale and (B) the denominator of which
shall be the total number of shares of Common Stock owned, or which
would be owned upon exercise of any exercisable Options (to the
extent any such Options are then exercisable or would be
exercisable as a result of the consummation of the Proposed Sale),
by the Selling Investors, the Management Stockholder Entities and
other holders of shares of Common Stock who have been granted the
same rights granted to the Management Stockholder Entities to
participate in the Proposed Sale (an “ Eligible Holder
”), as the case may be.
(b)
If one or more Eligible Holders
elect not to include the maximum number of shares of Common Stock
which such holders would have been permitted to include in a
Proposed Sale pursuant to Paragraph 2(a) (such non-included shares,
the “ Eligible Shares ”), then each of the
Selling Investors, or the remaining Eligible Holders, or any of
them, will have the right to sell in the Proposed Sale a number of
additional shares of their Common Stock equal to their pro rata
portion of the number of Eligible Shares, based on the relative
number of shares of Common Stock then held by each such holder
plus all shares of Common Stock which each such holder would
then be entitled to acquire under any unexercised portion of the
Option, to the extent such Option is then exercisable or would
become exercisable as a result of the consummation of the Proposed
Sale, and such additional shares of Common Stock which any such
holder or holders propose to sell shall not be included in any
calculation made pursuant to Paragraph 2(a) for the purpose of
determining the number of shares of Common Stock which the
Management Stockholder Entities will be permitted to include in a
Proposed Sale. The Selling Investors, or any of them, will
have the right to sell in the Proposed Sale additional shares of
Common Stock owned by them equal to the number, if any, of
remaining Eligible Shares which will not be included in the
Proposed Sale pursuant to the foregoing.
3.
Except as may otherwise be provided
herein, shares of Common Stock subject to a Request will be
included in a Proposed Sale pursuant hereto and in any agreements
with purchasers relating thereto on the same terms and subject to
the same conditions applicable to the shares of Common Stock which
the Selling Investors propose to sell in the Proposed Sale.
Such terms and conditions shall include, without limitation:
the pro rata reduction of the number of
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shares of Common Stock to be sold by the Selling
Investors, the Management Stockholder Entities and any Eligible
Holders to be included in the Proposed Sale if required by the
party proposing such Sale; the sale price; the