Exhibit 10.i.
December 19, 1997
BUSINESS RESTRICTED
PERSONAL AND CONFIDENTIAL
Orville E. Fisher
RE: Employment and Consulting Transition Agreement
Dear Chip:
This letter when signed by you will confirm the mutual arrangements we have made
for your continued employment and the planned transition to your formal
retirement from and consulting services to be provided to Jostens. The effective
date of this Agreement will be January 31, 1998.
The terms of the Agreement are as follows:
1. You will continue in an employment capacity with Jostens through
January 31, 1999 (hereinafter referred to as the "Employment Period").
During that period of time you will assist in the transition of all of
your current duties and responsibilities to those individuals
responsible for assuming those duties. At all times during this
Employment Period with Jostens you, of course, will support, follow
and implement all reasonable directions and strategies requested by me
as the Chief Executive Officer of Jostens. Specifically, the
employment services to be provided by you herein will be to manage the
following specific projects to completion or transition to another
assigned Jostens employee: _____________________.
2. You agree to resign as an officer of Jostens and any of its
subsidiaries and joint ventures and from the Board of Directors of any
of Jostens subsidiaries or joint ventures effective as of January 31,
1998.
3. During the Employment Period and in consideration of the mutual
undertakings herein, the following terms will govern the relationship
between you and Jostens.
a. You will receive a management bonus for CY1997 (if any is earned)
in accordance with the terms offered to you under the 1997 Annual
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Management Bonus Plan, with 100% credit given for the KBI portion
of that program. This bonus will be paid at the same time as
Bonus payments are paid to other Jostens Executives under this
plan.
b. You will be paid an annual base salary in semi-monthly payments
equal to Two Hundred Thirty Thousand Eight Hundred Six and no/100
Dollars ($230,806) per year during the Employment Period.
c. All of your current employee benefits and executive perquisites
will continue in the same manner as that of a full-time, active
senior executive of Jostens through the Employment Period.
Through the Employment Period you will also continue to receive
the additional following employee benefits and receive vesting
and years of service credit in these benefits as if you were at
all times a full-time active senior executive of Jostens: health
and dental coverage, life insurance, continued eligibility and
participation in the Performance Pays Plan, Jostens Pension Plan
"D" and supplemental pension programs on the same terms and
conditions as apply to other senior executive officers of
Jostens. In addition, you will continue to receive, through the
full Employment Period, vesting and years of service credit under
the Executive Supplemental Retirement Agreement you have with the
Company. January 31, 1999 will be deemed your retirement date
from Jostens. As of the date of your retirement you will be 100%
vested in said plan and will be given credit for 24 years of
service and your benefit thereunder will be based upon an annual
base salary of $230,806.
d. For purposes of Jostens providing you with life, health and
dental coverage, Jostens will consider your separation retirement
date from Jostens to be effective as of the last day of the
Employment Period and your annual base salary to be $230,806. You
will be eligible for normal COBRA benefits after January 31,
1999. In addition, pursuant to the terms of the Jostens 401(k)
Retirement Savings Plan, you will continue to be eligible to
receive vesting and Jostens company matching contributions under
the Plan for all contributions to be made relating to all the
years through the Employment Period.
e. Payment for five (5) weeks of unused vacation will be made to you
in a lump sum by February 28, 1998. No vacation will be accrued
during the remainder of the Employment Period.
f. Jostens will continue to provide you with the lease of the
company vehicle currently in your possession and continue to
reimburse you for gas,
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insurance and other costs of operating that vehicle or
alternatively, you will be provided a monthly vehicle allowance
on the same basis as other top level senior executives of
Jostens. At the end of the Employment Period you will have the
option of returning the vehicle, personally continuing to pay the
lease payments or purchase said vehicle under the terms set by
the lessor.
g. You will continue to have the possession and use of Jostens'
personal computer and be eligible for charitable gift matching.
You will also be eligible for full reimbursement of all club dues
and assessments, long distance and cellular phone charges and for
financial planning, executive medical reimbursement and executive
physical benefits programs.
h. You will not be eligible for any other management bonus plans or
future stock award grants.
i. As of January 31, 1998 you will no longer be considered an
insider of Jostens for federal securities rules reporting
purposes. Please note that the same reporting requirements you
have been obligated to follow in the past will continue to apply
for a period of six (6) months after January 31, 1998.
j. Your vesting and exercise rights for the stock option grants and
restricted shares that you have been awarded in Jostens stock,
will continue as if you were a full-time active employee of
Jostens through the last day of the Consulting Period. January
31, 2000, which is the last day of the Consulting Period, will
for the purposes of all stock awards granted to you, be
considered your fully qualified effective retirement date from
Jostens.
In addition, the 3,500 performance shares awarded to you by the
Compensation Committee on July 24, 1997 shall be amended to
eliminate the EPS targets required to earn these shares. These
3,500 performance shares shall be deemed to be earned based on
criteria similar to those approved by the Compensation Committee
of the Board of Directors for other senior executives of the
Company.
k. Jostens will consider separately engaging you, after June 30,
1998, on terms mutually acceptable to both parties, to assist
Jostens in any merger or acquisition transactions, if you are at
the time actively involved in such career activities.
l. Jostens shall not be obligated to provide you with any office or
clerical services, on its premises, beyond February 6, 1998.
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4. During the period February 1, 1999 through January 31, 2000 you shall
be an independent consultant to Jostens and will be paid the sum of
$230,806 in equal semi-monthly payments during this period of time
(hereinafter referred to as the "Consulting Period"). During the
Consulting Period you will provide consulting services as reasonably
requested by me and that we mutually agree upon. You will not be
eligible for any Jostens employment benefits or executive perquisites
during the Consulting Period.
5. In consideration for what Jostens has agreed to provide you as
identified above, you agree:
a. At all times during the Employment Period and Consulting Period,
you will be publicly portrayed as Retiring from Jostens.
b. It is understood that you will be free to begin your active,
public search for new career opportunities as of January 1, 1998
and that anytime after January 31, 1998 you may become fully
engaged in other career activities. You agree not to undertake
any business activities during the Employment Period that would
prevent you from adequately performing the services you have
undertaken herein.
c. That from the date of this Agreement through the Employment
Period and Consulting Period, you will publicly support and
positively endorse the strategies, directions and goals of
Jostens.
d. That you will not, during or subsequent to your employment with
Jostens, divulge, furnish, or make accessible to anyone any
confidential proprietary information of Jostens or any of its
subsidiary or affiliated companies.
e. That, during the period up to and including January 31, 2000 you
will not solicit or entice current Jostens employees or sales
representatives to accept employment with you or any new employer
with whom you may become associated.
f. Unless specifically approved in writing by the General Counsel of
Jostens, which approval will not be unreasonably withheld, you
will not on or before January 31, 2002 serve as a director,
officer or employee of any company or establish your own business
which is in direct or indirect competition with any of Jostens'
business activities. Any request by you for confirmation that an
activity is not competitive or request for consent shall be
responded to within thirty (30) days of such request. Should you
breach this paragraph, Jostens shall be entitled to terminate any
unpaid monies that may be due you under Section 3.b. and Section
4 of this Agreement and shall have the right to recover any
payments made to you
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under Section 3.b and Section 4 of this Agreement during such
breach. The only other competitor restrictions that will apply to
you are the provisions of Section 11 of the Executive
Supplemental Retirement Agreement, which shall apply only to
payments under that agreement.
g. Should you breach any terms of Section 5 and such breach remains
uncured after providing you with twenty (20) days prior written
notice of such breach, Jostens will be entitled, in addition to
any other legal rights it may have, to terminate any unpaid
monies that may be due you under this Agreement and shall have
the right to recover that portion of any payments made to you
under the terms of this Agreement. In addition, you will forfeit
any shares of restricted stock which have not fully bested.
h. To return all company property not otherwise provided for herein,
including keys and credit cards on or before June 30, 1998
6. Jostens, its officers, directors, agents, employees and subsidiary
companies, on one hand, and you, on the other hand, agree to release
and forever discharge each other from and to waive all causes of
action, damages, liability and claims of whatever nature relating to
or arising out of your employment with Jostens and the cessation of
that employment including, but not limited to, claims under federal,
state, or local discrimination laws, and the Age Discrimination and
Employment Act, provided, however, that nothing herein shall release
or discharge Jostens or you from obligations under this Agreement or
which arise after the date you sign this Agreement. Also, nothing
herein shall limit or restrict your right to indemnification, which
right shall continue on the same basis as it is offered to all other
executive officers of Jostens.
7. At Jostens' request, you will continue to fully cooperate with Jostens
in any current and future claims or lawsuits involving Jostens where
you have knowledge of the underlying facts. In addition, you will not
voluntarily aid, assist, or cooperate with any claimants or plaintiffs
or their attorneys or agents in any claims or lawsuits commenced in
the future against Jostens; provided, however, that nothing in this
Agreement will be construed to prevent you from testifying at an
administrative hearing, a deposition or in court in response to a
lawful subpoena in any litigation or proceeding involving Jostens.
Jostens further agrees to reimburse you for any reasonable out of
pocket expenses you incur in cooperation with the rendering of any
assistance to Jostens pursuant to this paragraph.
8. Jostens will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of Jostens to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent Jostens would be required to perform if no such succession had
taken place.
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This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representative, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should
die while any benefits, perquisites or any amounts would still be
payable hereunder as if you had continued to live, all such benefits,
perquisites and amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your wife, or,
if there is no such wife, to your estate.
9. This Agreement contains the entire agreement and understanding of the
parties and no representations have been made or relied upon by either
party other than those that are expressly set forth herein. This
Agreement may not be altered, modified or amended unless done in
writing and signed by you and an officer of Jostens.
10. Jostens, upon specific request, will provide legally appropriate
references. Should you wish to have any additional information
released by Jostens, you should request such in writing and agree to
hold Jostens harmless for any such information transmitted on your
behalf pursuant to your request. We also understand that you may
contact individuals within Jostens for personal references outside of
our normal Human Resource procedure. In this situation, we expect your
requests to be in writing and such company employees will be providing
their own personal opinion and not those of Jostens. In these
situations, you agree not to make any claims and shall hold Jostens
harmless for any information provided from your personal requests.
11. In the event of a breach by either party, the prevailing party in any
subsequent litigation or arbitration shall be entitled to recover
their reasonable attorney's fees.
You acknowledge that you have been given up to twenty-one (21) days to
consider this Agreement and have been advised and have had the
opportunity to consult legal counsel of your own choosing concerning
this Agreement and that you have entered into it of your own free will
and without compulsion.
You have the right to rescind that portion of this waiver and release
which deals with charges or claims brought pursuant to the Minnesota
Human Rights Act or the Age Discrimination and Employment Act within
fifteen (15) days from the date you sign this Agreement. To be
effective, this rescission must be in writing and hand delivered or
mailed to Jostens, Inc. to the attention of Brian K. Beutner within a
fifteen (15) day period, and be properly addressed to: Jostens, Inc.,
5501 Norman Center Drive, Minneapolis, MN 55437, Attn: Brian K.
Beutner, and sent by certified mail - return receipt requested.
Rescission of the release will result in cessation of all payments and
benefits provided by Jostens pursuant hereto.
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If this Agreement and the conditions contained herein are agreeable to
you, please sign and return this letter to me within twenty-one (21)
days or as soon as possible, thereby noting your knowing and voluntary
agreement.
Regards,
/s/ Robert C. Buhrmaster
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Robert C. Buhrmaster
President and CEO
AGREED AND ACCEPTED THIS 13TH DAY OF JANUARY, 1998.
/s/ Orville E. Fisher, Jr.
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Orville E. Fisher, Jr.