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FORM OF SALE PARTICIPATION AGREEMENT

Participation Agreement

FORM OF SALE PARTICIPATION AGREEMENT | Document Parties: VISANT HOLDING CORP You are currently viewing:
This Participation Agreement involves

VISANT HOLDING CORP

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Title: FORM OF SALE PARTICIPATION AGREEMENT
Date: 4/1/2005
Law Firm: Simpson Thacher & Bartlett LLP;Weil, Gotshal & Manges LLP;Simpson Thacher & Bartlett LLP;Weil, Gotshal & Manges LLP    

FORM OF SALE PARTICIPATION AGREEMENT, Parties: visant holding corp
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Exhibit 10.32

 

FORM OF SALE PARTICIPATION AGREEMENT

 

                , 200   

 

To:

 

The Person whose name is

 

 

set forth on the signature page hereof

 

 

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

 

2



 

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


 
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