EXHIBIT 10.10
JOSTENS, INC.
EXECUTIVE CHANGE IN CONTROL
SEVERANCE PAY PLAN
First Declaration of Amendment
------------------------------
Pursuant to the retained power of amendment contained in Section 5.2 of the
Jostens, Inc. Executive Change in Control Severance Pay Plan, the undersigned
hereby amends the Plan in the manner described below.
1. Section 4.2(b) of the Plan is amended to read as follows:
(b) The Company will make a lump sum cash payment to an Eligible
Participant in an amount equal to the amount by which the
actuarially equivalent lump sum value of his or her hypothetical
pension benefit under the Company Pension Plans exceeds the
actuarially equivalent lump sum value of the benefit which he or
she is actually entitled to receive under the Company Pension
Plans. For purposes of applying the foregoing sentence:
(i) Company Pension Plan means each qualified or nonqualified
defined benefit pension plan, arrangement or agreement
maintained by the Company and covering the Eligible
Participant, or to which the Company and the Eligible
Participant are parties, as in effect immediately prior to
the Eligible Participant's Date of Termination (without
regard to any changes to such plans, arrangements or
agreements that constitute Good Reason);
(ii) Hypothetical pension benefit under the Company Pension Plans
means the benefit to which an Eligible Participant would be
entitled under the Company Pension Plans if he or she had
completed a number of additional years of service for all
purposes under each Company Pension Plan (including, but not
limited to, application of the benefit formula, application
of the benefit accrual method, application of the vesting
schedule, entitlement to benefits, rights and features and
application of the requirements for eligibility to
participate) equal to the greater of (1) the amount by which
ten exceeds the number of years of service actually taken
into account for the purpose in question under the Company
Pension Plan and (2) the number of years of service credit
that the Eligible Participant would have received pursuant
to the Company Pension Plan had he or she remained employed
through the end of his or her Continuation Period in the
same position and on the same schedule as in effect
immediately prior to his or her Termination Date (without
regard to any change that constitutes Good Reason);
(iii) If the Eligible Participant has an Executive Supplemental
Retirement Agreement with the Company, the provisions of
this subsection will be applied after and in addition to
any adjustments to his or her benefit under the Executive
Supplemental Retirement Agreement made as a result of the
Change in Control or the termination of his or her
employment on or after the date of the Change in Control;
(iv) Benefits will be determined based on the Eligible
Participant's actual compensation as defined under the
applicable Company Pension Plan and the limitations in
effect under Code Sections 401(a)(17), 415 and other
applicable Code sections for the appropriate period that
includes the Date of Termination;
(v) The Eligible Participant will be deemed to commence his or
her benefit under each Company Pension Plan as of his or
her normal retirement date under the Company Pension Plan
(of if later as of the first day of the month first
following the Participant's Date of Termination) in the
normal form of payment under the Company Pension Plan; and
(vi) Actuarial equivalence will be determined based on the
assumptions used as of the date of the payment pursuant to
this section to determine the value of a lump sum payment
of $5000 or less under the Jostens Pension Plan D (or any
successor plan) or if that plan has been terminated
without the establishment of a successor plan, based on
the assumptions used to determine the value of lump sum
payments of $5000 or less in connection with the
termination.
2. Section 4.3 of the Plan is amended to read as follows:
4.3. Continuation of Certain Welfare Benefits
----------------------------------------
(a) Through the end of an Eligible Participant's Continuation Period
or, if earlier, through the last day of the first month after the
Eligible Participant's Date of Termination during which the
Eligible Participant commences full-time employment, the Company
will provide, or arrange to provide, medical, dental, vision and
life insurance benefits (excluding premium conversion or flexible
spending accounts under any cafeteria plan) to each Eligible
Participant (and his or her family members and dependents who
were eligible to be covered at any time during the 90-day period
ending on the date of a Change in Control for the period after
the Change in Control in which such family members and dependents
would otherwise continue to be covered under the terms of the
applicable Benefit Plan in effect immediately prior to the Change
in Control) under the same terms and at the same cost to the
Eligible Participant and his or her family
2
members and dependents as similarly situated executives who
continue to be employed by the Company (without regard to any
reduction in such benefits that constitutes Good Reason).
(b) For purposes of determining whether an Eligible Participant is
eligible for retiree health benefits under any Benefit Plan, the
Eligible Participant will be credited with a number of additional
years of service and a number of additional years of age equal to
the greater of (i) the amount by which ten exceeds the number of
years of service actually taken into account in determining his
or her eligibility for retiree health benefits and (ii) the
number of years of service credit that the Eligible Participant
would have received pursuant to the Benefit Plan had he or she
remained employed through the end of his or her Continuation
Period in the same position and on the same schedule as in effect
immediately prior to his or her Termination Date (without regard
to any change that constitutes Good Reason). If the Eligible
Participant satisfies the applicable age and service requirements
for retiree health benefits because of this subsection, he or she
will become eligible for such benefits commencing as of his or
her attainment of age 55 or, if later, as of his or her
Termination Date. The Company may arrange to provide retiree
health benefits through a separate plan or arrangement which is,
in all respects, at least as favorable to the Eligible
Participant and his or her family members and dependents as the
Company's retiree Plan in which he or she would otherwise be
eligible to participate.
(c) To the extent an Eligible Participant incurs a tax liability
(including federal, state and local taxes and any interest and
penalties with respect thereto) in connection with a benefit
provided pursuant to Subsection (a) or (b) which he or she would
not have incurred had he or she been an active employee of the
Company participating in the Company's Benefit Plan or had he or
she actually satisfied the eligibility requirements for retiree
health benefits, as the case may be, the Company will make a
payment to the Eligible Participant in an amount equal to such
tax liability plus an additional amount sufficient to permit the
Eligible Participant to retain a net amount after all taxes
(including penalties and interest) equal the initial tax
liability in connection with the benefit. For purposes of
applying the foregoing, an Eligible Participant's tax rate will
be deemed to be the highest statutory marginal state and federal
tax rate (on a combined basis) then in effect. The payment
pursuant to this subsection will be made within ten days after
the Eligible Participant's remittal of a written request therefor
accompanied by a statement indicating the basis for and amount of
the liability.
3
3. Section 4.5 of the Plan is amended to read as follows:
4.5. Excess Parachute Payments.
-------------------------
Following a Change in Control, the Company will cause its independent
auditors promptly to review, at the Company's sole expense, the
applicability of Code Section 4999 to any payment or distribution of
any type by the Company to an Eligible Participant or for his or her
benefit, whether paid or payable or distributed or distributable
pursuant to the terms of this Plan, any other Benefit Plan or
otherwise (the "Total Payments"). If the auditor determines that the
Total Payments result in an excise tax imposed by Code Section 4999 or
any comparable state or local law or any interest or penalties with
respect to such excise tax (such excise tax, together with any such
interest and penalties, are collectively referred to as the "Excise
Tax"), the Company will make an additional cash payment (a "Gross-Up
Payment") to the Participant within 10 days after such determination
equal to an amount such that after payment by the Participant of all
taxes (including any interest or penalties imposed with respect to
such taxes), including any Excise Tax, imposed upon the Gross-Up
Payment, the Participant would retain an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Total Payments. For
purposes of the foregoing determination, the Participant's tax rate
will be deemed to be the highest statutory marginal state and federal
tax rate (on a combined basis) then in effect. If no determination by
the Company's auditors is made prior to the time the Participant is
required to file a tax return reflecting the Total Payments, the
Participant will be entitled to receive from the Company a Gross-Up
Payment calculated on the basis of the Excise Tax the Participant
reported in such tax return, within 10 days after the later of the
date on which the Participant files such tax return or the date on
which the Participant provides a copy thereof to the Company. In all
events, if any tax authority determines that a greater Excise Tax
should be imposed upon the Total Payments than is determined by the
Company's independent auditors or reflected in the Participant's tax
return pursuant to this Section 4.5, the Participant will be entitled
to receive from the Company the full Gross-Up Payment calculated on
the basis of the amount of Excise Tax determined to be payable by such
tax authority within 10 days after the Participant notifies the
Company of such determination. If any Other Arrangement specifically
provides that benefits thereunder will be reduced or limited so that
such benefits or the Total Payments will not result in the imposition
of an excise tax pursuant to Code Section 4999, the reduction or
limitation will apply, to the extent provided in the Other
Arrangement, solely to the benefits provided pursuant to the Other
Arrangement as if the benefits under the Other Arrangement constituted
the entire Total Payments, and such reduction or limitation will not
otherwise reduce or limit the actual Total Payments.
The foregoing amendments are effective as of August 1, 1999.
4
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers this 18th day of October, 1999.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
------------------------------
Chief Executive Officer
And /s/ William J. George
-----------------------------
Secretary
5