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EXHIBIT
10.41
October 2, 2006
Mr. Tim Larson
15271 Wilds Parkway NW
Prior Lake, Minnesota 55372
Dear Tim:
In consideration of your
(“Executive”) ongoing extraordinary efforts to and
achievement on behalf of Jostens, Inc. (“Jostens”), the
Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Visant Corporation
(“Visant” and together with Jostens,
“Employer”) has approved the payment of extraordinary
bonuses to you, to be paid as follows:
For services rendered for the period
prior to October 31, 2006, $600,000 payable on
October 31, 2006.
For services rendered for the period
January 1, 2007 through October 31, 2007, $500,000
payable on October 31, 2007.
For services rendered for the period
January 1, 2008 through October 31, 2008, $500,000
payable on October 31, 2008.
The foregoing payments shall be made on
and subject to the other terms and conditions of this letter
agreement (“Agreement”).
Executive shall be entitled to receive
such payments so long as he remains in the active employment of
Jostens as of the respective date of payment, provided that solely
(x) in the event Executive’s employment is terminated by
Employer without Cause (as Cause is defined in those certain Stock
Option Agreements dated March 17, 2005 by and between
Executive and Visant Holding Corp., the “Option
Agreement”, and as set forth in Appendix I to this Agreement)
prior to October 31, 2008, any amount not yet paid under this
Agreement will be paid to Executive upon the date of termination,
or (y) in the event of Executive’s death prior to
October 31, 2008, Executive’s estate shall be paid an
amount equal to the next payment otherwise due hereunder upon the
date the payment otherwise would have been made to Executive and
thereafter no further payment(s) shall be due hereunder. Subject to
the foregoing, this Agreement shall terminate upon any termination
of employment of Executive. Nothing herein shall confer upon you
the right to continued employment with Employer or change the terms
of your employment as an “at will” employee.
Employer shall withhold from any amount
payable under this Agreement such Federal, state and local taxes or
withholding as may be required to be withheld pursuant to any
applicable law or regulation.
Notwithstanding anything herein to the
contrary, (i) if at the time of Executive’s termination
of employment by Employer without Cause or upon Executive’s
death, Executive is a “specified employee” as defined
in Section 409A of the Internal Revenue Code of 1986, as
amended (the “ Code ”), and the deferral of the
commencement of any payment otherwise payable hereunder as a result
of such termination of employment is necessary in order to prevent
any accelerated or additional tax under Section 409A of the
Code, then the Employer will defer the commencement of the payment
of any such amount hereunder (without any reduction in such payment
ultimately paid or provided to Executive) until the date that is
six months following Executive’s termination of employment
with the Employer (or the earliest date as is permitted under
Section 409A of the Code) and (ii) if any other payment
of money due to Executive hereunder could cause the application of
an accelerated or additional tax under Section 409A of the
Code, such payment shall be deferred if de
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