<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1996
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
JOSTENS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-0343440
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5501 NORMAN CENTER DRIVE 55437
MINNEAPOLIS, MINNESOTA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
___________________________________________
JOSTENS, INC. TOPEKA UNION 401(K)
PRE-TAX RETIREMENT SAVINGS PLAN
(Full title of the plan)
___________________________________________
Orville E. Fisher, Jr. (612) 830-3300
5501 Norman Center Drive (Telephone number, including
Minneapolis, Minnesota 55437 area code, of agent for service)
(Name and address of agent for service)
____________________________________________
Approximate date of commencement of proposed sale to the public:
Immediately upon the filing of this Registration Statement
_____________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.33-1/3 per share(3) 100,000 shares $20.125 $2,012,500 $693.97
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Act"), this Registration Statement includes an indeterminate
number of additional shares as may be issuable as a result of anti-dilution
of, and such indeterminate amount of interests to be offered or sold
pursuant to, the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Act, based upon the
average of the high and low prices of the registrant's Common Stock on the
New York Stock Exchange on September 24, 1996.
(3) Each share of Common Stock includes one Common Stock Purchase Right.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated by reference in this
Registration Statement: (1) Annual Report on Form 10-K for the year ended June
30, 1996 (File No. 1-5064); (2) all other reports filed by the Company pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since June 30, 1996; (3) the description of the Company's
Common Stock contained in a Registration Statement on Form 8-A, including any
amendments or reports filed for the purpose of updating such description; and
(4) the description of the Company's Common Stock Purchase Rights contained in a
Registration Statement on Form 8-A, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Company and the Jostens, Inc. Topeka Union
401(k) Pre-Tax Retirement Savings Plan, as amended (the "Plan"), with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all Common Stock offered pursuant to
this Registration Statement have been sold or that deregisters all Common Stock
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
The financial statements of the Company incorporated by reference in this
Registration Statement have been audited by Ernst & Young LLP, independent
certified public accountants, for the periods indicated in their report thereon
which is incorporated by reference in the Annual Report on Form 10-K for the
year ended June 30, 1996. The financial statements audited by Ernst & Young LLP
have been incorporated herein by reference in reliance on their report given on
their authority as experts in accounting and auditing. To the extent that Ernst
& Young LLP audits and reports on the financial statements of the Company and
the Plan issued at future dates, and consents to the use of their reports
thereon, such financial statements also will be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
Item 4. Description of Securities.
Not applicable - the Company's Common Stock, and the Common Stock Purchase
Rights attached thereto, to be offered pursuant to this Registration Statement
have been registered under Section 12 of the Exchange Act as described in Item 3
of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes provides that a Minnesota
business corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
Article VI of the Company's Bylaws provide that each director and officer
of the Company shall be indemnified by the Company in accordance with and to the
extent permitted by Section 302A.521 of the Minnesota Statutes, as now enacted
or hereafter amended.
The Company maintains directors' and officers' liability insurance,
including a Company reimbursement policy. Subject to stated conditions, the
policy insures the directors and officers of the Company against liability
arising out of actions taken in their official capacities. To the extent that
such actions entitle a director or officer to indemnification by the Company,
the policy provides that the insurer will reimburse the Company any amounts
paid.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.a. to the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1993 (File No. 1-5064)).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.a. to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
1993 (File No. 1-5064)).
4.3 Rights Agreement dated August 9, 1988 between the Company and Norwest Bank
Minnesota, N.A. (incorporated by reference to the Company's Form 8-A dated
August 17, 1988 (File No. 1-5064)).
4.4 Form of Indenture dated as of May 1, 1991 between the Company and Norwest
Bank Minnesota, N.A., as Trustee (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form S-3 (File No. 33-40233)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
5.2 Internal Revenue Service Determination Letter for the Jostens, Inc. Topeka
Union 401(k) Pre-Tax Retirement Savings Plan, as amended (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith electronically).
3
<PAGE>
24.1 Power of Attorney (included on page 6 of this Registration Statement).
99.1 Jostens, Inc. Topeka Union 401(k) Pre-Tax Retirement Savings Plan, which
incorporates the First Declaration of Amendment to the Jostens, Inc. Topeka
Union 401(k) Pre-Tax Retirement Savings Plan, dated December 15, 1995, and
the Second Declaration of Amendment to the Jostens, Inc. Topeka Union
401(k) Pre-Tax Retirement Savings Plan, dated September 3, 1996 (filed
herewith electronically).
99.2 Third Declaration of Amendment to the Jostens, Inc. Topeka Union 401(k)
Pre-Tax Retirement Savings Plan, dated September 30, 1996 (filed herewith
electronically).
In connection with Exhibit 5.2, the registrant will also submit the
Plan to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to
4
<PAGE>
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on September 30,
1996.
JOSTENS, INC.
By /s/ Robert C. Buhrmaster
-------------------------
Robert C. Buhrmaster
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert C. Buhrmaster and Orville E. Fisher, Jr.,
and each of them, his true and lawful attorney-in-fact and agent with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 30, 1996 by the following
persons in the capacities indicated.
/s/ Robert C. Buhrmaster President and Chief Executive Officer (Principal
- -------------------------- Executive Officer) and Director
Robert C. Buhrmaster
/s/ Trudy A. Rautio Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial and Accounting Officer)
Trudy A. Rautio
/s/ Robert P. Jensen Chairman of the Board and Director
- --------------------------
Robert P. Jensen
/s/ Lilyan H. Affinito Director
- --------------------------
Lilyan H. Affinito
/s/ William A. Andres Director
- --------------------------
William A. Andres
/s/ Jack W. Eugster Director
- --------------------------
Jack W. Eugster
/s/ Mannie L. Jackson Director
- --------------------------
Mannie L. Jackson
/s/ John W. Stodder Director
- --------------------------
John W. Stodder
/s/ Richard A. Zona Director
- --------------------------
Richard A. Zona
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on September 30, 1996.
JOSTENS, INC., TOPEKA UNION 401(k)
PRE-TAX RETIREMENT SAVINGS PLAN
By /s/ Brian K. Beutner
------------------------------------------
Brian K. Beutner
for the Benefits Administration Committee
as Plan Administrator
7
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Item No. Description Method of Filing
- -------- ----------- ----------------
<S> <C> <C>
4.1 Articles of Incorporation of
the Company............................... Incorporated by reference to Exhibit 3.a. to
the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993 (File
No. 1-5064).
4.2 Bylaws of the Company..................... Incorporated by reference to Exhibit 3.a. to
the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993 (File
No. 1-5064).
4.3 Rights Agreement dated August 9, 1988
between the Company and Norwest Bank
Minnesota, N.A. Company................... Incorporated by reference to the Company's
Form 8-A dated August 17, 1988 (File No.
1-5064).
4.4 Form of Indenture dated as of May 1, 1991
between the company and Norwest Bank
Minnesota, N.A. as Trustee................ (Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on
Form S-3 (File No. 33-40233).
5.1 Opinion and Consent of Oppenheimer Wolff
& Donnelly................................ Filed herewith electronically.
5.2 Internal Revenue Service Determination
Letter to the Jostens, Inc. Topeka Union
401(k) Pre-Tax Retirement Savings Plan.... Filed herewith electronically.
23.1 Consent of Oppenheimer
Wolff & Donnelly.......................... Included in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP.............. Filed herewith electronically.
24.1 Power of Attorney......................... Included on page 6 of this Registration
Statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Item No. Description Method of Filing
- -------- ----------- ----------------
<S> <C> <C>
99.1 Jostens, Inc. Topeka Union 401(k)
Pre-Tax Retirement Savings Plan, which
incorporates the First Declaration of
Amendment to the Jostens, Inc. Topeka
Union 401(k) Pre-Tax Retirement Savings
Plan, dated December 15, 1995, and the
Second Declaration of Amendment to the
Jostens, Inc. Topeka Union 401(k)
Pre-Tax Retirement Savings Plan, dated
September 3, 1996......................... Filed herewith electronically
99.2 Third Declaration of Amendment to
Jostens, Inc. Topeka Union 401(k)
Pre-Tax Retirement Savings Plan, dated
September 30, 1996........................ Filed herewith electronically.
</TABLE>
<PAGE>
September 30, 1996
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, MN 55437
Re: Registration Statement on Form S-8 EXHIBIT 5.1
Ladies and Gentlemen:
We are acting as counsel to Jostens, Inc., a Minnesota corporation (the
"Company"), in connection with the offering and registration by the Company of
(a) 100,000 shares of the Company's Common Stock, par value $0.33-1/3 per
share (the "Shares"), and (b) an indeterminate amount of plan interests (the
"Interests") issuable in connection with the Jostens, Inc. Topeka Union 401(k)
Pre-tax Retirement Savings Plan, as amended (the "Plan"), pursuant to the
Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on October 1, 1996 (the "Registration Statement"). We
understand that it is the Company's intention that the Shares will be purchased
by the Plan Trustee on the open market.
In this connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that we have considered necessary and
appropriate for this opinion and, based thereon, we advise you that, in our
opinion:
1. The Shares that are being registered by the Company under the Registration
Statement pursuant to the Plan referred to in the Registration Statement shall
not constitute original issuance securities, but shall continue to be validly
issued, fully paid and nonassessable after being purchased in open market
transactions.
2. The Interests, when issued, delivered and paid for in accordance with the
Plan as set forth in the Registration Statement, will be validly issued, fully
paid and non-assessable.
<PAGE>
Jostens, Inc.
September 30 1996
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
<PAGE>
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TX 75242 Employer Identification Number:
41-0343440
Date: June 6, 1996 File Folder Number:
410003036
JOSTENS, INC. Person to Contact:
C/O BRAD KEIL MAGED ABUDAYYEH
PLZA VII BLDG, STE 3400, 45 S 7TH Contact Telephone Number:
MINNEAPOLIS, MN 55402 (312) 886-1802
Plan Name:
TOPEKA UNION 401K PRE-TAX RET SVNGS PLAN
Plan Number: 012
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated June 28, 1995. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 15, 1995.
This determination letter is also applicable for the amendment(s) adopted
on 12-14-94.
This plan satisfies the minimum coverage and nondiscrimination requirements
of sections 410(b) and 401(a)(4) of the Code because the plan benefits only
collectively bargained employees or employees treated as collectively bargained
employees.
<PAGE>
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Item 3" in this
Registration Statement (on Form S-8) pertaining to the Jostens, Inc. Topeka
Union 401(k) Pre-Tax Retirement Savings Plan of Jostens, Inc. and to the
incorporation by reference therein of our reports dated July 31, 1996, with
respect to the consolidated financial statements of Jostens, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended June 30, 1996
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 1, 1996
<PAGE>
JOSTENS, INC.
TOPEKA UNION
401(k) PRE-TAX RETIREMENT SAVINGS PLAN
1993 REVISION
Working Copy
Incorporating First and Second Declarations of Amendment
As Amended Effective Generally as of January 1, 1993
<PAGE>
JOSTENS, INC.
TOPEKA UNION
401(k) PRETAX RETIREMENT SAVINGS PLAN
1993 REVISION
TABLE OF CONTENTS
------------------
ARTICLE 1. Description and Purpose....................................... 1
1.1. Plan Name......................................................... 1
1.2. Plan Description.................................................. 1
1.3. Plan Background................................................... 1
1.4. Plan Purposes..................................................... 1
ARTICLE 2. Eligibility................................................... 2
2.1. Eligibility Requirements.......................................... 2
2.2. Loss of Qualified Employee Status................................. 2
2.3. Condition of Participation........................................ 2
2.4. Termination of Participation...................................... 2
ARTICLE 3. Contributions................................................. 3
3.1. Tax Deferred Contributions........................................ 3
3.2. Rollovers and Transfers........................................... 4
ARTICLE 4. Accounts and Valuation........................................ 5
4.1. Establishment of Accounts......................................... 5
4.2. Valuation and Account Adjustment.................................. 5
4.3. Allocations Do Not Create Rights.................................. 5
ARTICLE 5. Participant Investment Directions............................. 6
5.1. Establishment of Investment Funds................................. 6
5.2. Contribution Investment Directions................................ 6
5.3. Transfer Among Investment Funds................................... 7
5.4. Investment Direction Responsibility Resides With Participants..... 7
5.5. Beneficiaries and Alternate Payees................................ 7
ARTICLE 6. Withdrawals During Employment and Loans....................... 8
6.1. Withdrawals From Tax Deferred Account............................. 8
6.2. Withdrawals from Rollover Account................................. 8
6.3. Rules for Withdrawals............................................. 8
6.4. Plan Loans........................................................ 8
ARTICLE 7. Vesting....................................................... 11
i
<PAGE>
7.1. Full and Immediate Vesting........................................ 11
ARTICLE 8. Distributions After Termination............................... 12
8.1. Form and Time of Distribution..................................... 12
8.2. Beneficiary Designation........................................... 14
8.3. Assignment, Alienation of Benefits................................ 15
8.4. Payment in Event of Incapacity.................................... 16
8.5. Payment Satisfies Claims.......................................... 16
8.6. Disposition if Distributee Cannot be Located...................... 16
8.7. Transfers to Other Plans or Individual Retirement Arrangements.... 16
ARTICLE 9. Contribution Limitations...................................... 18
9.1. Tax Deferred Contribution Dollar Limitation....................... 18
9.2. Actual Deferral Percentage Limitations............................ 18
9.3. Earnings on Excess Contributions.................................. 20
9.4. Aggregate Defined Contribution Limitations........................ 20
9.5. Aggregate Defined Contribution/Defined Benefit Limitations........ 21
9.6. Committee's Discretion............................................ 22
ARTICLE 10. Amendment and Termination.................................... 23
10.1. Authority to Amend and Procedure................................. 23
10.2. Authority to Terminate and Procedure............................. 23
10.3. Distribution Following Termination, Partial Termination or
Discontinuance of Contributions................................. 23
ARTICLE 11. Definitions, Construction and Interpretations................ 24
11.1. Account.......................................................... 24
11.2. Affiliated Organization.......................................... 24
11.3. Beneficiary...................................................... 24
11.4. Board............................................................ 24
11.5. Code............................................................. 25
11.6. Committee........................................................ 25
11.7. Company.......................................................... 25
11.8. Consent of Spouse................................................ 25
11.9. Disabled......................................................... 25
11.10. Effective Date.................................................. 25
11.11. Eligible Earnings............................................... 25
11.12. Employee........................................................ 26
11.13. Fund............................................................ 26
11.14. Governing Law................................................... 26
11.15. Headings........................................................ 26
11.16. Highly Compensated Employee..................................... 26
11.17. Hour of Service................................................. 28
11.18. Number and Gender............................................... 28
ii
<PAGE>
11.19. Participant..................................................... 28
11.20. Plan............................................................ 28
11.21. Plan Rule....................................................... 28
11.22. Plan Year....................................................... 29
11.23. Qualified Employee.............................................. 29
11.24. Rollover Account................................................ 29
11.25. Section 415 Wages............................................... 29
11.26. Tax Deferred Account............................................ 29
11.27. Tax Deferred Contributions...................................... 29
11.28. Termination of Employment....................................... 29
11.29. Testing Wages................................................... 30
11.30. Treasury Regulations............................................ 30
11.31. Trust........................................................... 30
11.32. Trustee......................................................... 31
11.33. Union........................................................... 31
ARTICLE 12. Administration of Plan....................................... 32
12.1. Benefits Administration Committee Named Fiduciary................ 32
12.2. Plan Rules....................................................... 32
12.3. Discretionary Actions............................................ 32
12.4. Compensation..................................................... 33
12.5. Professional Assistance.......................................... 33
12.6. Payment of Administrative Costs.................................. 33
12.7. Indemnification.................................................. 33
12.8. Benefit Claim Procedure.......................................... 34
12.9. Disputes......................................................... 34
12.10. Correction of Errors............................................ 34
ARTICLE 13. Miscellaneous................................................ 35
13.1. Merger, Consolidation, Transfer of Assets........................ 35
13.2. Limited Reversion of Fund........................................ 35
13.3. No Employment Rights Created..................................... 35
iii
<PAGE>
JOSTENS, INC.
TOPEKA UNION
401(k) PRE-TAX RETIREMENT SAVINGS PLAN
1993 REVISION
ARTICLE
1.
DESCRIPTION AND PURPOSE
-----------------------
1.1. Plan Name.
----------
The name of the Plan is the "Jostens, Inc. Topeka Union 401(k) Pre-Tax
Retirement Savings Plan."
1.2. Plan Description.
-----------------
The Plan is a profit sharing plan providing for Tax Deferred Contributions
pursuant to a salary reduction cash or deferred arrangement. The Plan is
intended to qualify under Code section 401(a) and to satisfy the requirements of
Code section 401(k). Notwithstanding the designation of the Plan as a profit
sharing plan, the Company may make contributions to the Plan even though it has
no current or accumulated earnings and profits.
1.3. Plan Background.
----------------
The Plan was established effective as of January 1, 1989. Effective
generally as of January 1, 1993, the Plan was amended and restated in the manner
set forth in this 1993 Revision for purposes of reflecting modified investment
options and meeting the requirements of applicable law.
1.4. Plan Purposes.
----------------
The purposes of the Plan are to promote effort and cooperation on the part
of participating Qualified Employees; to provide a measure of economic security
to each such Qualified Employee by accumulating contributions for distribution
upon retirement, as a supplement to other resources then available; and to
fulfill the Company's obligations under the collective bargaining agreement with
the Union covering Qualified Employees.
1
<PAGE>
ARTICLE
2.
ELIGIBILITY
-----------
2.1. Eligibility Requirements.
-------------------------
Each Qualified Employee is eligible to participate in the Plan on the date
on which he or she first completes an Hour of Service.
2.2. Loss of Qualified Employee Status.
----------------------------------
(A) No contributions will be made by or on behalf of a Participant after
the Participant ceases to be a Qualified Employee, except for:
(1) any Tax Deferred Contribution due on account of the portion of the
Plan Year preceding the cessation; and
(2) any contribution due on account of reductions to the Participant's
severance pay.
(B) A Participant or Qualified Employee eligible to participate in the
Plan who ceases to be a Qualified Employee will be eligible to resume or
commence, as the case may be, active participation in the Plan as of the date on
which he or she first completes an Hour of Service following the cessation.
2.3. Condition of Participation.
---------------------------
Each Qualified Employee, as a condition of participation, is bound by all
of the terms and conditions of the Plan and must furnish to the Committee such
pertinent information and execute such instruments as the Committee may require.
2.4. Termination of Participation.
-----------------------------
A Participant will cease to be such as of the later of the date on which
(a) he or she ceases to be a Qualified Employee, or
(b) all benefits, if any, to which he or she is entitled under the Plan
have been distributed.
2
<PAGE>
ARTICLE
3.
---
CONTRIBUTIONS
-------------
3.1. Tax Deferred Contributions.
---------------------------
(A) Subject to the limitations of Article IX, for each Plan Year, the
Company will make Tax Deferred Contributions to the Trust on behalf of a
Participant in the amount by which the Participant's Eligible Earnings have been
reduced in accordance with this section. Tax Deferred Contributions will be paid
to the Trustee as soon as administratively practicable after the date on which
the Participant would have otherwise received the Eligible Earnings with respect
to which such contributions are made.
(B) Except as provided in Subsection (C), reductions to a Participant's
Eligible Earnings will be made in accordance with the following rules:
(1) A Participant may elect to have his or her Eligible Earnings reduced
by any one percent increment from one percent to 17 percent, and the
percentage so elected will automatically apply to the Participant's
Eligible Earnings as adjusted from time to time. Plan Rules may specify a
lower maximum percentage applicable to Participants who are Highly
Compensated Employees. [Effective 1/1/96]
(2) Reduction of a Participant's Eligible Earnings will commence as soon
as administratively practicable following the later of
(a) the date on which the Committee receives the Participant's
complete and accurate written election on a form provided by the
Committee, and
(b) the date on which the Participant enters or reenters the Plan
pursuant to Article II.
(3) A Participant may change the percentage rate at which his or her
Eligible Earnings will be reduced. The change will be effective as soon as
administratively practicable following the date on which the Committee
receives a complete and accurate written notice of the change on a form
provided by the Committee.
(4) A Participant may suspend reductions to his or her Eligible Earnings.
The suspension will be effective as soon as administratively practicable
after the date on which the Committee receives a complete and accurate
written notice of the suspension on a form provided by the Committee.
Reductions to Eligible Earnings for any Participant who is in technical or
actual default on a Plan loan may be suspended by the Committee in its
discretion, exercised uniformly among similarly situated Participants,
until the Committee determines that the default has been cured or all
liability in connection with the loan has been satisfied.
(5) A Participant whose Eligible Earnings reductions have ceased by reason
of automatic or voluntary suspension may, after the end of the suspension
period, resume reductions to Eligible Earnings in accordance with clause
(3).
(C) Reductions to Eligible Earnings will be made in accordance with
Plan Rules. If any election or notice submitted by a Participant to the
Committee is not processed on a timely basis, or if,
3
<PAGE>
for any reason, a Participant's Eligible Earnings are not reduced in accordance
with the Participant's election, no retroactive adjustments of the Participant's
reductions to Eligible Earnings will be made to take into account the effect of
any such delay or failure. Plan Rules may, however, permit a Participant to
increase reductions to his or her Eligible Earnings with respect to the Plan
Year during which such delay or failure occurred above the otherwise applicable
maximum percentage to adjust for the effect of such delay or failure so long as
the total reductions for the Plan Year do not exceed the otherwise applicable
maximum percentage.
3.2. Rollovers and Transfers.
------------------------
(A) With the prior consent of the Committee, a Participant who is a
Qualified Employee may contribute to the Trust, within 60 days after receipt,
(1) the balance of an individual retirement account to which the only
contributions have been one or more "eligible rollover distributions"
within the meaning of Code section 402(c)(4), from a plan qualified under
Code section 401(a), or
(2) an eligible rollover distribution from such a qualified plan.
(B) With the prior consent of the Committee, the accounts under another
plan qualified under Code section 401(a) of a Participant who is a Qualified
Employee may be transferred directly to the Trust. Other than in connection with
an acquisition, such a transfer will not be permitted if, as a result of the
transfer, the Plan would be required to provide any option with respect to the
form or time of distribution or any other benefit, right or feature not
available under the Plan prior to the transfer.
(C) Other than in connection with an acquisition, any contribution or
transfer to the Trust pursuant to Subsection (A) or (B) must be made in cash and
will be added to the Participant's Rollover Account.
4
<PAGE>
ARTICLE
4.
ACCOUNTS AND VALUATION
----------------------
4.1. Establishment of Accounts.
--------------------------
For each Participant, the following Accounts will be established and
maintained:
(a) A Tax Deferred Account, to which there will be added the amount of
Tax Deferred Contributions, if any, made on the Participant's behalf
pursuant to Section 3.1;
(b) A Rollover Account, to which there will be added the amount of any
rollover contribution or trust-to-trust transfer made by or on the
Participant's behalf pursuant to Section 3.2.
One or more additional accounts may be established for any Participant or
group of similarly situated Participants in connection with the merger of
another plan into the Plan, in which case provisions of the Plan applicable
solely to such Accounts will be set forth on an exhibit to the Plan in
accordance with Section 13.1(B).
4.2. Valuation and Account Adjustment.
---------------------------------
Participants' Accounts will be separately adjusted on a daily basis in a
uniform and equitable manner to reflect income, expense, gains and losses of the
Fund and contributions, withdrawals, loans, loan repayments, satisfactions of
unpaid indebtedness in accordance with Section 6.4(C)(4) and distributions.
4.3. Allocations Do Not Create Rights.
---------------------------------
The fact that allocations are made and credited to the Accounts of a
Participant does not vest in the Participant any right, title or interest in or
to any portion of the Fund except at the time or times and upon the terms and
conditions expressly set forth in the Plan. Notwithstanding any allocation or
credit to the Account of a Participant, the issuance of any statement reflecting
such allocation or credit or the distribution of all or any portion of a
Participant's Account balance, the Committee may direct the Participant's
Account to be adjusted to the extent necessary to correct any error in such
Account, whether caused by any misapplication of any provision of the Plan or
otherwise, and may recover from the Participant or the Participant's Beneficiary
the amount of any excess distribution. Any such adjustment will be made within
a reasonable time after the error is discovered.
5
<PAGE>
ARTICLE
5.
PARTICIPANT INVESTMENT DIRECTION
--------------------------------
5.1. Establishment of Investment Funds.
----------------------------------
(A) In order to allow each Participant to determine the manner in which
his or her Accounts will be invested, the Trustee will maintain, within the
Trust, three or more separate investment funds of such nature and possessing
such characteristics as the Committee may specify from time to time. Each
Participant's Accounts will be invested in the investment funds in the
proportions directed by the Participant in accordance with Sections 5.2 and 5.3.
The Committee may, from time to time, direct the Trustee to establish additional
investment funds or eliminate any existing investment fund.
(B) Notwithstanding any other provisions of the Plan to the contrary, the
Committee may direct the Trustee to suspend Participant investment activity
(including such activity in connection with withdrawals, loans and
distributions) in any or all investment funds, or impose special rules or
restrictions of uniform application, for a period determined by the Committee to
be necessary in connection with
(1) the establishment or termination of any investment fund,
(2) the receipt by the Trustee from, or transfer by the Trustee to,
another trust of account balances pursuant to Section 3.2 or 8.7 in
connection with an acquisition or divestiture or otherwise,
(3) a change of Trustee or investment manager, or
(4) such other circumstances determined by the Committee as making such
suspension or special rules or restrictions necessary or appropriate.
5.2. Contribution Investment Directions.
-----------------------------------
(A) In conjunction with his or her enrollment in the Plan, a Participant
must direct, on a form provided by the Committee, the manner in which
contributions to his or her Accounts will be invested among the investment funds
maintained pursuant to Section 5.1. The direction must be made in accordance
with and is subject to Plan Rules.
(B) A Participant may direct a change in the manner in which future
contributions and transfers credited to his or her Accounts will be invested
among the investment funds maintained pursuant to Section 5.1. A direction must
be made in accordance with and is subject to Plan Rules and will be effective
for contributions received by the Trustee at least ten days (or such shorter
period as Plan Rules may allow) after the date on which the Trustee receives the
direction.
(C) Plan Rules will include procedures pursuant to which Participants are
provided with the opportunity to obtain written confirmation of investment
directions made pursuant to this section.
6
<PAGE>
5.3. Transfer Among Investment Funds.
--------------------------------
(A) A Participant may direct the transfer of his or her Accounts among the
investment funds maintained pursuant to Section 5.1. A direction must be made in
accordance with and is subject to Plan Rules. Plan Rules will include procedures
pursuant to which Participants are provided the opportunity to obtain written
confirmation of investment directions made pursuant to this section.
(B) A transfer pursuant to Subsection (A) will be made and effective on or
as soon as administratively practicable after:
(1) the close of business on the day of receipt by the Trustee of the
transfer direction if the direction is received prior to 4:00 p.m. Eastern
Time; or
(2) the close of business on the next business day following receipt by
the Trustee of the transfer direction if the direction is received at or
after 4:00 p.m. Eastern Time.
(C) A transfer made pursuant to Subsection (A) will be based upon the
value of the Participant's Accounts as of the close of business on the day
on which the transfer is effective.
(D) Plan Rules may impose uniform limitations and restrictions applicable
to transfers into and out of specific investment funds.
5.4. Investment Direction Responsibility Resides With Participants.
--------------------------------------------------------------
Neither any Affiliated Organization, the Committee nor the Trustee has any
authority, discretion, responsibility or liability with respect to a
Participant's selection of the investment Funds in which his or her Accounts
will be invested, the entire authority, discretion and responsibility for, and
any results attributable to, the selection being that of the Participant.
5.5. Beneficiaries and Alternate Payees.
-----------------------------------
Solely for purposes of this article, the term "Participant" includes the
Beneficiary of a deceased Participant and an alternate payee under a qualified
domestic relations order within the meaning of Code section 414(p) unless
otherwise provided in such order, but only after
(1) the Committee has determined the identity of the Beneficiary and the
amount of the Account balance to which he or she is entitled in the case
of a Beneficiary of a deceased Participant, or
(2) the Committee has, in accordance with Plan Rules, made a final
determination that the order is a qualified domestic relations order and
all rights to contest such determination in a court of competent
jurisdiction within the time prescribed by Plan Rules have expired or been
exhausted in the case of an alternate payee.
7
<PAGE>
ARTICLE
6.
WITHDRAWALS DURING EMPLOYMENT AND LOANS
---------------------------------------
6.1. Withdrawals From Tax Deferred Account.
--------------------------------------
Subject to the provisions of Section 6.3, a Participant who has attained
age 59-1/2 and has not terminated employment may withdraw all or any portion of
his or her Tax Deferred Account balance.
6.2. Withdrawals from Rollover Account.
----------------------------------
Subject to the provisions of Section 6.3, a Participant who has not
terminated employment may withdraw all or any portion of the balance of his or
her Rollover Account.
6.3. Rules for Withdrawals.
----------------------
(A) Plan Rules may establish a minimum amount for withdrawals.
(B) A withdrawal distribution will be made only upon the Committee's
receipt from a Participant of a complete and accurate written application on a
form approved by the Committee.
(C) Withdrawals from a given Account will be made on a pro rata basis
among the investment funds in which such Account is invested.
(D) No withdrawal may be made from the portion of the Participant's
Accounts attributable to a note evidencing a Plan loan.
(E) All withdrawal distributions will be made in the form of cash or check
as soon as administratively practicable after the Committee's determination that
a Participant is entitled to receive the withdrawal distribution based on the
balance of the Account from which the withdrawal distribution is made as of the
close of business on the next regular business day after the Trustee receives
instructions from the Committee that all information necessary for processing
the distribution has been received and approved.
(F) The provisions of Section 8.7(A) apply to any withdrawal distribution
that constitutes an eligible rollover distribution within the meaning of Code
section 402(c)(4).
6.4. Plan Loans.
-----------
(A) A Participant or Beneficiary of a deceased Participant who is a party
in interest within the meaning of the Employee Retirement Income Security Act of
1974, as amended, may borrow funds from his or her Accounts, by written loan
application to the Committee on a form provided by the Committee, subject,
however, to the succeeding provisions of this section.
(1) The amount of the loan may not exceed the lesser of:
(a) $50,000, reduced by the excess (if any) of (i) the highest
outstanding balance, during the 12-month period ending on the day
before the loan is made, of all loans to the borrower pursuant to the
Plan and all other qualified plans maintained by any Affiliated
8
<PAGE>
Organization over (ii) the outstanding balance of such loans to the
borrower on the date on which the loan is made; and
(b) 50 percent of the borrower's Account balances as of the close of
business on the day before the loan is made.
(2) No borrower who has incurred a tax liability pursuant to Code section
72(p) in connection with a default on a Plan loan will be eligible for any
additional loans.
(3) No individual loan will be made in an amount less than $1,000, or any
lesser amount specified in Plan Rules.
(4) No borrower may have outstanding at any time more than the maximum
number of loans specified by Plan Rules.
(5) Each loan will be charged first against the borrower's Tax Deferred
Account and then against his or her Rollover Account.
(6) Loan proceeds will be obtained on a pro rata basis from the
investment fund or funds in which the borrower Accounts are invested.
(7) To be eligible to receive a loan, a borrower must pay a loan
origination fee and annual service fee in an amount determined in
accordance with Plan Rules.
(8) No loan will be made to a Beneficiary prior to the Committee's
determination of the identity of and amount distributable to the
Beneficiary and the Committee's confirmation of the Beneficiary's status
as a party in interest.
(B) Each loan will bear interest on the unpaid principal balance at a
reasonable rate established in accordance with Plan Rules. Interest will accrue
from the date on which the first payment is due.
(C) The Participant will execute a customary form of promissory note and
security agreement, which:
(1) Create in the Trust a valid first lien against one-half of the
borrower's entire right, title and interest in and to that portion of his
or her Accounts equal to the initial amount of the loan plus accrued and
unpaid interest thereon;
(2) Provide for a maturity date not to exceed five years from the date
of the note;
(3) Provide for payments of principal and interest in equal installments
of such frequency, not less frequently than quarterly, in such minimum
amounts and for such maximum period as prescribed by Plan Rules;
(4) Provide that upon the occurrence of any event specified in the note,
the unpaid indebtedness will be accelerated and satisfied from any
distribution then due and from the balance of the borrower's Accounts that
could then be distributed and any remaining unpaid indebtedness will be
satisfied from the balance of the borrower's Accounts as and when such
9
<PAGE>
balance becomes distributable, in each case with a corresponding reduction
to the balance of the borrower's Accounts.
(D) In addition to the documents described in Subsection (C), each
borrower who is an Employee must execute an appropriate document under which
each Affiliated Organization is authorized to deduct from the borrower's pay the
amount of payments due under the terms of any loan, and each borrower must
provide such other documents as may from time to time be required under Plan
Rules.
(E) Before making any loan, the Committee will deliver to the borrower a
clear statement of the charges involved in the proposed loan transaction, which
statement will include the dollar amount of the loan, the annual rate of the
finance charge and the aggregate amount of the finance charge to the date of
maturity.
(F) Each loan is a loan by the Fund, but for trust accounting purposes
the loan will be deemed made from the borrower's own Accounts, and the note
executed by the borrower will be deemed to be an asset of such Accounts. Upon
making a loan, the borrower's Rollover Account or Rollover Account and Tax
Deferred Account, as the case may be, will be reduced by an amount equal to the
principal balance of the loan, effective as of the date of the loan, and a Loan
Account will be established for the borrower with an initial balance equal to
the principal amount of such loan. All such Loan Accounts will be excluded for
purposes of determining and allocating the net earnings (or losses) of the Trust
pursuant to Section 4.2. A borrower's repayments of principal and payments of
interest will be credited to the Accounts from which the loan proceeds were
obtained in reverse of the order in which the loan proceeds were taken from such
Accounts until the amount borrowed from each such Account has been fully
replaced by principal repayments. On the close of business next following the
Trustee's receipt of such a payment, the Loan Account of each borrower will be
reduced by the amount of the principal payment credited to such borrower's
Accounts on such date. Repayments of loan principal and payments of interest
will be invested among the investment funds in accordance with the borrower's
most recent investment directions with respect to contributions under the Plan.
(G) Loans, including any accrued interest, may be repaid in full without
penalty at any time.
(H) Plan Rules may specify such other terms and conditions as may be
necessary or desirable for the administration of loans under this section.
10
<PAGE>
ARTICLE
7.
VESTING
-------
7.1. Full and Immediate Vesting.
---------------------------
Each Participant will, at all times, have a fully vested nonforfeitable
interest in each of his or her Accounts.
11
<PAGE>
ARTICLE
8.
DISTRIBUTIONS AFTER TERMINATION
-------------------------------
8.1. Form and Time of Distribution.
------------------------------
(A) Following a Participant's termination of employment or earlier
attainment of age 70-1/2, the Trustee will distribute to the Participant or, if
the Participant has died, to his or her Beneficiary, the balance of the
Participant's Accounts. The amount of any distribution made in the form of a
lump sum payment will be equal to the aggregate balance of the Participant's
Accounts as of the close of business on the next regular business day after the
Trustee receives instructions from the Committee that all information necessary
for processing the distribution has been received and approved. Subject to the
remaining subsections of this Section 8.1 and Section 8.7(A), distributions will
be made in accordance with the following provisions-
(1) If the aggregate balance of the Participant's Accounts at the time of
the distribution is not more than $3500, distribution to the Participant
will be made in the form of a lump sum payment as soon as administratively
practicable after the Participant's termination of employment or, if the
Participant so elects on a form provided by the Committee and received by
the Committee not later than a date determined pursuant to Plan Rules, on
or as soon as administratively practicable after a date prior to the end
of the Plan Year following the Plan Year during which the termination of
employment occurs as specified by the Participant. This clause will not
apply, however, if the aggregate balance of the Participant's Accounts
exceeded $3500 at the time of any previous distribution. [Effective
1/1/93]
(2) If clause (1) does not apply, distribution to the Participant will be
made in the form of a lump sum payment, installment payments, non-periodic
payments or a combination of installment and non-periodic payments, as
elected by the Participant in accordance with the provisions of this
Section 8.1 and Plan Rules, on such date or dates as the Participant
specifies following his or her termination of employment or earlier
attainment of age 70-1/2; provided, however, that if the Participant has
not, prior to the deadline for making a deferral election under Subsection
(B), either (a) made a distribution election to receive a lump sum payment
or installment payments pursuant to this clause (2) or a deferral election
pursuant to Subsection (B) or (b) begun receiving installment payments
under Subsection (C)(2), then distribution will be made in the form of a
lump sum payment not later than the sixtieth day after the close of the
Plan Year during which there occurs the later of the Participant's
termination of employment or sixty-fifth birthday.
(3) If the aggregate balance of a Participant's Accounts at the time of
his or her death is not more than $3500 (whether or not distribution to
the Participant had begun prior to his or her death), distribution to the
Participant's Beneficiary will be made, in a lump sum payment, as soon as
administratively practicable after the Committee's receipt of notice of
the Participant's death. If the foregoing sentence does not apply,
distribution to the Participant's Beneficiary will be made at such time or
times and in such manner as the Beneficiary elects in accordance with
Subsection (E).
(4) All distributions will be made in the form of cash or check.
12
<PAGE>
(B) Subject to the provisions of the other subsections of this Section
8.1, a Participant described in Subsection (A)(2) may elect to defer
commencement of his or her distribution under the Plan by providing the
Committee a written, signed statement indicating whether the benefit will be
paid in the form of a lump sum or installment payments and specifying the date
on which the payment is to be made or commence, provided such date may not be
later than April 1 of the calendar year following the calendar year in which the
Participant attains age 70-1/2. Such deferral election must be provided not
later than the thirtieth day (or such later date as Plan Rules may allow) after
the close of the Plan Year during which there occurs the later of the
Participant's termination of employment or sixty-fifth birthday. Plan Rules may
permit a Participant to modify any such election in any manner determined by the
Committee to be consistent with Code section 401(a)(14) and Treasury Regulations
thereunder and the other provisions of this Section 8.1.
(C) Notwithstanding any other provision of this Section 8.1, if a
Participant remains employed following the calendar year in which he or she
attains age 70-1/2, distribution will be made or commence on April 1 of the
calendar year following the calendar year in which the Participant attains age
70-1/2
(1) for a Participant described in Subsection (A)(1), in the form of a
lump sum, and any subsequent contributions (and net earnings thereon)
allocated to the Accounts of such Participant will be distributed not
later than the last day of the Plan Year following the Plan Year for which
such allocation was made, except that, any balance in the Participants'
Accounts as of the last day of the Plan Year during which such Participant
terminated employment will be distributed within 60 days after the end of
such Plan Year, and
(2) for a Participant described in Subsection (A)(2) who has not
previously elected (in accordance with Plan Rules) to receive installment
payments, in the form of annual installment payments over the
Participant's life expectancy or if applicable, the life expectancy of the
Participant and his or her Beneficiary or Beneficiaries in accordance with
the provisions of Code section 401(a)(9) and applicable Treasury
Regulations, provided the Participant may elect to accelerate such
payments or receive additional non-periodic payments in accordance with
Subsection (D).
(D) If a distribution is to be made in installments, such installments
will be substantially equal in amount and paid on a monthly, quarterly or annual
basis, for a period not extending beyond either the Participant's life
expectancy or the life expectancy of the Participant and the Participant's
Beneficiary; and, if the Participant's Beneficiary is not the Participant's
spouse, the period over which such payments are to be made will be determined by
reference to the applicable table of joint life expectancies set forth in
Treasury Regulation section 1.401(a)(9)-2. Notwithstanding the foregoing, a
Participant who is receiving installment payments may elect, in accordance with
Plan Rules, to increase or decrease the amount of the installment payments or to
receive a non-periodic payment of all or a portion of the Participant's
remaining Account balances. Prior to April 1 of the calendar year following the
calendar year during which the Participant attains age 70-1/2, the Participant
may elect, in writing to the Committee, whether the life expectancies for the
Participant and the Participant's spouse are to be recalculated on an annual
basis for purposes of determining the amount of each installment payment
hereunder. Any such election will become irrevocable as of the date specified
above. If no such election is made, the life expectancies of the Participant and
the Participant's spouse will be recalculated on an annual basis.
13
<PAGE>
(E) If a Participant dies before receiving the full amount to which he
or she is entitled, the amount remaining will be distributed to the
Participant's Beneficiary at such time or times and in such manner as the
Beneficiary elects, subject, however to the following rules -
(1) If the Participant dies after April 1 of the calendar year following
the calendar year during which he or she attains age 70-1/2, the
distribution will be made to the Beneficiary at a rate that would result
in the benefit being distributed at least as rapidly as if distribution
were made at the same rate as was in effect immediately prior to the
Participant's death.
(2) If the Participant dies before April 1 of the calendar year following
the calendar year during which he or she attains age 70-1/2, the
distribution will, at the Beneficiary's election, be made either -
(a) in its entirety (in any form permitted under Subsection (A)(2))
no later than December 31 of the calendar year which contains the
fifth anniversary of the date of the Participant's death, or
(b) in installments, commencing no later than December 31 of the
calendar year immediately following the calendar year in which the
Participant died (unless the Beneficiary is the Participant's spouse,
in which case payments will begin no later than the later of the date
specified above or December 31 of the calendar year in which the
Participant would have attained age 70-1/2 had he or she lived), and
being paid over a period not exceeding the Beneficiary's remaining
life expectancy (as determined on the basis of the Beneficiary's age
as of the date on which payments are required to commence under this
clause (2) and, if the Beneficiary is the Participant's spouse, as
redetermined on an annual basis).
A Beneficiary's election with respect to whether clause (2)(a) or (b)
above will apply to distributions of any amount remaining at the Participant's
death must be made no later than the earlier of the dates set forth in clause
2(a) and (b), and is irrevocable following such date. If the Beneficiary fails
to make an election under clause (2), distribution will be made in the manner
set forth at clause (2)(a). If the Participant's spouse is the Beneficiary and
dies after the Participant's death but before distributions to such spouse have
commenced, the foregoing rules will be applied as if the surviving spouse were
the Participant, including the substitution of the surviving spouse's date of
death for the Participant's date of death; provided that the alternative
commencement date in clause (2)(b) relating to the date on which the Participant
would have attained age 70-1/2 had he or she lived will not be available.
(F) Notwithstanding any other provision of the Plan to the contrary,
distributions will be made in accordance with Treasury Regulations issued under
Code section 401(a)(9), including Treasury Regulation section 1.401(a)(9)-2, and
any provisions of the Plan reflecting Code section 401(a)(9) take precedence
over any distribution options that are inconsistent with Code section 401(a)(9).
8.2. Beneficiary Designation.
------------------------
(A)
(1) A Participant may designate, on a form furnished by the Committee, one
or more primary Beneficiaries or alternative Beneficiaries for all or a
specified fractional part of his or her aggregate Accounts and may change
or revoke any such designation from time to time. No
14
<PAGE>
such designation, change or revocation is effective unless executed by
the Participant and received by the Committee during the Participant's
lifetime. Subject to Subsection (B), no such change or revocation
requires the consent of any person.
(2) If a Participant
(a) fails to designate a Beneficiary, or
(b) revokes a Beneficiary designation without naming another
Beneficiary, or
(c) designates one or more Beneficiaries none of whom survives the
Participant,
for all or any portion of the Accounts, such Accounts or portion is
payable to the first class of the following classes of automatic Beneficiaries
that includes a member surviving the Participant:
Participant's spouse;
Participant's issue, per stirpes and not per capita;
Participant's parents;
Participant's brothers and sisters;
Representative of Participant's estate.
(3) When used in this section and, unless the designation otherwise
specifies, when used in a Beneficiary designation, the term "per stirpes"
means in equal shares among living children and the issue (taken
collectively) of each deceased child, with such issue taking by right of
representation; "children" means issue of the first generation; and
"issue" means all persons who are descended from the person referred to,
either by legitimate birth or legal adoption. The automatic
Beneficiaries specified above and, unless the designation otherwise
specifies, the Beneficiaries designated by the Participant, become fixed
as of the Participant's death so that, if a Beneficiary survives the
Participant but dies before the receipt of all payments due such
Beneficiary, any remaining payments are payable to the representative of
such Beneficiary's estate. Any designation of a Beneficiary by name that
is accompanied by a description of relationship or only by statement of
relationship to the Participant is effective only to designate the person
or persons standing in such relationship to the Participant at the
Participant's death.
(B) Notwithstanding Subsection (A), no designation of a Beneficiary
other than the Participant's spouse is effective unless such spouse consents to
the designation. Any such consent is effective only with respect to the
Beneficiary or class of Beneficiaries so designated and only with respect to
the spouse who so consented.
8.3. Assignment, Alienation of Benefits.
-----------------------------------
(A) Except as required under a qualified domestic relations order or by
the terms of any loan from the Trust, no benefit under the Plan may in any
manner be anticipated, alienated, sold, transferred, assigned, pledged,
encumbered or charged, and any attempt to do so is void; and no such benefit
will in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such benefit.
(B) To the extent provided in a qualified domestic relations order,
distribution of benefits assigned to an alternate payee by such order may be
distributed to the alternate payee in the form of a
15
<PAGE>
lump sum payment prior to the Participant's earliest retirement age. The terms
"qualified domestic relations order," "alternate payee" and "earliest
retirement age" have the meanings given in Code section 414(p).
8.4. Payment in Event of Incapacity.
-------------------------------
If the Committee determines that any person entitled to receive any payment
under the Plan is physically, mentally, or legally incapable of receiving or
acknowledging receipt of the payment, and no legal representative has been
appointed for such person, the Committee in its discretion may (but is not
required to) cause any sum otherwise payable to such person to be paid to any
one or more as may be chosen by the Committee from the following: the
Beneficiaries, if any, designated by such person, the institution maintaining
such person, a custodian for such person under the Uniform Transfers to Minors
Act of any state or such person's spouse, children, parents or other relatives
by blood or marriage. Any such payment completely discharges all liability
under the Plan to the extent of the payment.
8.5. Payment Satisfies Claims.
---------------------------
Any payment to or for the benefit of any Participant, legal representative
or Beneficiary in accordance with the provisions of the Plan will, to the extent
of such payment, be in full satisfaction of all claims against the Trustee, the
Committee and all Affiliated Organizations, any of which may require the payee
to execute a receipted release as a condition precedent to such payment.
8.6. Disposition if Distributee Cannot be Located.
-----------------------------------------------
If the Committee is unable to locate a Participant or Beneficiary to whom a
distribution is due, the Participant's Accounts will continue to be held in the
Fund until such time as the Committee has located the Participant or Beneficiary
or the Participant or Beneficiary makes a proper claim for the benefit, as the
case may be; provided, that, any Accounts not claimed within the period
prescribed by applicable escheat laws will be paid to such governmental
authorities, in such manner, as is specified in such laws. Participant's
Accounts will be reduced, on a pro rata basis from among his or her Accounts, to
reimburse the Company for any reasonable expenses incurred in attempting to
locate such Participant or Beneficiary.
8.7. Transfers to Other Plans or Individual Retirement Arrangements.
-----------------------------------------------------------------
(A) To the extent a distribution pursuant to the Plan is an "eligible
rollover distribution" within the meaning of Code section 402(c)(4), the
Committee will, if so instructed by the distributee in accordance with Plan
Rules, direct the trustee to make the distribution to an "eligible retirement
plan" within the meaning of Code section 402(c)(8). The foregoing provision will
not apply if (1) the aggregate taxable distribution to be made to the
distributee during the distributee's taxable year is less than $200, (2) if less
than the entire taxable amount of the distribution is to be distributed to an
eligible retirement plan, and the amount to be distributed to the eligible
retirement plan is less than $500 or (3) with respect to any portion of an
eligible rollover distribution that consists of an offset amount with respect to
a Plan loan. Not more than 90 days and not less than 30 days before any eligible
rollover distribution, the Committee will provide the distributee with a notice
that satisfies the requirements of Code section 402(f). A distributee may waive
the 30-day advance notice requirement in a manner specified in Plan Rules.
16
<PAGE>
(B) The Committee may, in conjunction with (1) the sale of an Affiliated
Organization or the sale by an Affiliated Organization of all or a portion of a
business operation of the Affiliated Organization, direct the Trustee to
transfer the balance of any or all of the Accounts of each Participant who is
employed with the purchaser of such business operation or an affiliate, to the
trustee of a plan sponsored by such purchaser or an affiliate or (2) a
Participant who has ceased to be a Qualified Employee becoming a participant in
a plan sponsored by an Affiliated Organization, direct the Trustee to transfer
the balance of any or all of the Participant's Accounts to the trustee of the
Affiliated Organization's plan; provided, in either case, that
(a) such other plan is qualified under Code section 401(a),
(b) such other plan satisfies the withdrawal requirements set forth in Code
section 401(k) with respect to such transferred Accounts to which such
requirements are applicable under the Plan, and
(c) such trustee is willing to accept such transfer.
17
<PAGE>
ARTICLE
9.
CONTRIBUTION LIMITATIONS
------------------------
9.1. Tax Deferred Contribution Dollar Limitation.
----------------------------------------------
The aggregate amount of Tax Deferred Contributions and other "elective
deferrals" (within the meaning of Code section 402(g)(3)) under any qualified
plan maintained by an Affiliated Organization with respect to a Participant for
any taxable year of the Participant may not exceed $7000 (automatically adjusted
for increases in the cost of living in accordance with Treasury Regulations).
If the foregoing limitation is exceeded for any taxable year of the Participant,
the Participant will be deemed to have notified the Committee of such excess and
the amount of Tax Deferred Contributions in excess of such limitation, increased
by Fund earnings or decreased by Fund losses attributable to the excess
determined in accordance with Section 9.3, will be distributed to the
Participant. Such distribution may be made at any time after the excess amounts
are received, but not later than April 15 of the taxable year following the
taxable year to which such limitation relates. The amount distributed to a
Participant who has made elective deferrals for the taxable year other than
pursuant to Section 3.1 will be determined in accordance with written allocation
instructions received by the Committee from the Participant not later than March
1 of the taxable year following the taxable year with respect to which the Tax
Deferred Contributions were made.
9.2. Actual Deferral Percentage Limitations.
---------------------------------------
(A) Notwithstanding Section 3.1, for any Plan Year, Tax Deferred
Contributions may be made on behalf of Participants who are Highly Compensated
Employees with respect to a Plan Year only to the extent the requirements of
Code section 401(k)(3), as set forth at subsection (B), are satisfied. To the
extent deemed necessary by the Committee in order to comply with such
requirements, the Committee may, in accordance with Plan Rules, prospectively
decrease the rate at which a Participant's Eligible Earnings will be reduced.
(B) (1) The requirements of Code section 401(k)(3) will be satisfied for
any Plan Year if, for that Plan Year, the Plan satisfies the requirements of
Code section 410(b)(1) with respect to "eligible employees" and either of the
following tests:
(a) the "actual deferral percentage" for eligible employees who are
Highly Compensated Employees is not more than the product of the
actual deferral percentage for all other eligible employees,
multiplied by one and one-quarter; or
(b) the excess of the actual deferral percentage for eligible
employees who are Highly Compensated Employees over the actual
deferral percentage for all other eligible employees is not more than
two percentage points and the actual deferral percentage for such
Highly Compensated Employees is not more than the product of the
actual deferral percentage of all other eligible employees, multiplied
by two.
(2) For purposes of this section,
(a) "eligible employee" means a Qualified Employee who is eligible to
have Tax Deferred Contributions made on his or her behalf for the Plan
Year in question or would be eligible but for a suspension imposed
pursuant to Section 3.1(B)(4); and
18
<PAGE>
(b) "actual deferral percentage," with respect to either of the two
groups of eligible employees referenced above, is the average of the
ratios, calculated separately for each eligible employee in the
particular group, of the amount of Tax Deferred Contributions made on
the eligible employee's behalf for that Plan Year, to the eligible
employee's Testing Wages for the Plan Year or the portion of the Plan
Year during which he or she was an eligible employee, as specified in
Plan Rules. In computing the actual deferral percentage, the
following rules are applicable.
(i) If aggregation of Tax Deferred Contributions and Testing
Wages is required under Sections 11.16(C) and 11.33(C), the
actual deferral percentage of the Highly Compensated Employee to
whom the aggregate amounts are attributed is the actual deferral
percentage determined for the group of all eligible family
members, treating such group as a single eligible employee.
(ii) If any eligible employee is required to be aggregated with
more than one family group under Section 11.16(C), all the groups
which the eligible Employee is aggregated will be treated as a
single family group.
(iii) Any Tax Deferred Contributions made on behalf of an
eligible employee who is not a Highly Compensated Employee that
are in excess of the limitation of Section 9.1 will be excluded.
(iv) Any Tax Deferred Contributions that are distributed to the
eligible employee pursuant to Section 9.4(C) will be excluded.
(v) Elective contributions under any other plan that is
aggregated with this Plan to satisfy the requirements of Code
section 410(b) will be included.
(vi) To the extent required by Treasury Regulations, elective
contributions made under any other cash or deferred arrangement
of any Affiliated Organization on behalf of any eligible employee
who is a Highly Compensated Employee will be included.
(C) If, for any Plan Year, the requirements of Subsection (B) are not
satisfied, the Committee will determine the amount by which Tax Deferred
Contributions made on behalf of each Highly Compensated Employee for the
Plan Year exceeds the permissible amount as determined under Subsection
(B). The determination will be made by successively decreasing the rate of
Eligible Earnings reductions for Highly Compensated Employees who, during
the Plan Year, had the greatest percentage of Eligible Earnings reductions
made on their behalf, to the next lower percentage, then again decreasing
the percentage of such Highly Compensated Employees' Eligible Earnings
reductions, together with the percentage of Eligible Earnings reductions of
such Highly Compensated Employees who were already at such lower
percentage, to the next lower percentage, and continuing such procedure for
as many percentage decreases as the Committee deems necessary. The
Committee may make such reductions in any amount in lieu of one percent
increments.
(D) At such time as the Committee specifies following the last day of
the Plan Year for which the determination described in Subsection (C) is
made, but in no case later than the last day of the following Plan Year,
the amount of excess Tax Deferred Contributions so determined, increased by
Fund earnings or decreased by Fund losses attributable to such excess as
determined under Section 9.3, will be
19
<PAGE>
returned to each such Highly Compensated Employee. The amount to be
returned pursuant to the foregoing sentence with respect to any Plan Year
will be reduced by the portion of the amount, if any, distributed pursuant
to Section 9.1 that is attributable to Tax Deferred Contributions that
relate to such Plan Year, determined by assuming that Tax Deferred
Contributions in excess of the limitation described in Section 9.1 for a
given taxable year are the first contributions made for a Plan Year falling
within such taxable year.
(E) Any excess amount determined under Subsection (C) for a Highly
Compensated Employee whose actual deferral percentage is determined under
item (i) of Subsection (B)(2)(b) will be allocated among all persons whose
contributions are aggregated to determine such percentage in proportion to
the amount of Tax Deferred Contributions made on behalf of each with
respect to the Plan Year.
9.3. Earnings on Excess Contributions.
---------------------------------
The amount of Fund earnings or losses with respect to the excess amount of
contributions returned to a Highly Compensated Employee pursuant to the
foregoing provisions of this article is an amount equal to the product of the
total earnings or losses for the Participant's Tax Deferred Account for the Plan
Year, multiplied by a fraction, the numerator of which is the excess amount of
contributions made on the Participant's behalf to his or her Tax Deferred
Account for the Plan Year, and the denominator of which is the closing balance
of the Account for the Plan Year, decreased by the amount of earnings credited
to the Account, or increased by the amount of losses debited to the Account, for
the Plan Year.
9.4. Aggregate Defined Contribution Limitations.
-------------------------------------------
(A) Notwithstanding any contrary provisions of this Plan, there will not
be allocated to any Participant's Accounts for a Plan Year any amount that
would cause the aggregate "annual additions" with respect to the
Participant for the Plan Year to exceed the lesser of
(1) $30,000 (or, if greater, one-fourth of the dollar limitation in
effect under Code section 415(b)(1)(A) for the calendar year during which
the Plan Year in question begins) and
(2) 25 percent of the Participant's Section 415 Wages for the Plan Year.
(B) For purposes of Subsection (A), the "annual additions" with respect
to a Participant for a Plan Year is the sum of:
(1) the amount of Tax Deferred Contributions allocated to the
Participant's Accounts for the Plan Year (including any such Tax Deferred
Contributions that are distributed pursuant to Section 9.2, but excluding
any Tax Deferred Contributions in excess of the limitation described in
Section 9.1 that are distributed to the Participant by the April 15
following the Plan Year to which the contributions relate) and employer
contributions, employee contributions and forfeitures allocated to the
Participant's accounts under any other qualified defined contribution plan
maintained by an Affiliated Organization for the Plan Year; plus
(2) the amount, if any, attributable to post-retirement medical benefits
that is allocated to a separate account for the Participant as a "key
employee" (as defined in Code section 416(i)) to the extent required under
Code section 419A(d)(1).
20
<PAGE>
(C)
(1) If the Committee determines that the limitation under Subsection (A) would
otherwise be exceeded for a Plan Year, to the extent necessary to prevent
such excess from occurring the amount of a Participant's Eligible Earnings
reductions and Tax Deferred Contributions will be prospectively reduced.
(2) If, in spite of such reductions and as a result of reasonable error in
estimating the amount of the Participant's Eligible Earnings, Tax Deferred
Contributions, other elective deferrals within the meaning of Code section
402(g)(3) or Section 415 Wages for the Plan Year, the limitation would
otherwise be exceeded, then, to the extent required to prevent such excess,
the amount of Tax Deferred Contributions made on behalf of the Participant,
together with earnings on such contributions, will be distributed to the
Participant.
9.5. Aggregate Defined Contribution/Defined Benefit Limitations.
-----------------------------------------------------------
(A) In no event will the amount of a Participant's annual additions under the
Plan exceed an amount that would cause the decimal equivalent of the sum of
the "defined benefit fraction" plus the "defined contribution fraction" to
exceed one.
(B) The "defined benefit fraction" is a fraction, the numerator of which is the
Participant's aggregate projected annual benefit under all qualified
defined benefit pension plans maintained by any Affiliated Organization
(determined as of the end of the Plan Year), and the denominator of which
is the lesser of:
(1) 125 percent of the maximum dollar benefit limitation in effect under Code
section 415(b)(1)(A) for the calendar year during which the Plan Year in
question begins under such defined benefit pension plans; and
(2) 40 percent of the average Section 415 Wages of the Participant during the
three consecutive Plan Years during which he or she was a Participant in
any such defined benefit pension plan which produce the highest average.
(C) The "defined contribution fraction" is a fraction, the numerator of which
is the sum of the annual additions to the Participant's accounts for the
Plan Year under this Plan and all other qualified defined contribution
plans maintained by any Affiliated Organization, determined in the manner
described in Section 9.4, and the denominator of which is the aggregate of
the lesser of:
(1) 125 percent of the maximum annual addition dollar limit in effect under
Code section 415(c)(1)(A) for the calendar year during which the Plan Year
in question begins; and
(2) 140 percent of 25 percent of the Participant's Section 415 Wages for the
Plan Year,
applied for all years during which the Participant was employed with an
Affiliated Organization, without regard to whether there was a defined
contribution plan in effect during all such years.
(D) If the annual additions that would otherwise be made with respect to a
Participant for a Plan Year would cause the limitation of Subsection (A) to
be exceeded, the Participant's benefit under one or more qualified defined
benefit pension plans maintained by an Affiliated Organization will, to the
extent provided in such plans, be reduced to the extent necessary to
prevent such excess from occurring,
21
<PAGE>
and, if a sufficient reduction cannot be made under such plans, the
provisions of Section 9.4(C) will be applied to reduce the amount of the
annual additions to the Participant's Accounts under this Plan for such
Plan Year to the extent necessary to prevent such excess.
9.6. Committee's Discretion.
-------------------------
Notwithstanding the foregoing provisions of this article, the Committee
may, in its discretion, apply the provisions of Sections 9.1 through 9.5 in any
manner permitted by Treasury Regulations that will cause the Plan to satisfy the
limitations of the Code incorporated in such sections, and the Committee's good
faith application of Treasury Regulations is binding on all Participants and
Beneficiaries.
22
<PAGE>
ARTICLE
10.
AMENDMENT AND TERMINATION
-------------------------
10.1. Authority to Amend and Procedure.
---------------------------------
(A) Subject to any contractual obligations, Jostens, Inc., or any successor,
reserves the right to amend the Plan at any time, to any extent that it may
deem advisable. Each amendment will be stated in a written instrument
approved in advance or ratified by the Board and executed in the name of
Jostens, Inc. by its President or a Vice President and attested by the
Secretary or an Assistant Secretary. On and after the effective date of
the amendment, all interested persons will be bound by the amendment;
provided, first, that no amendment will increase the duties or liabilities
of the Trustee without its written consent; and, second, that no amendment
will have any retroactive effect so as to deprive any Participant, or any
Beneficiary of a deceased Participant, of any benefit already accrued or
vested or of any option with respect to the form of such benefit that is
protected by Code section 411(d)(6), except that any amendment that is
required to conform the Plan with government regulations so as to qualify
the Trust for income tax exemption may be made retroactively to the
Effective Date of the Plan or to any later date.
(B) If the schedule for determining the extent to which benefits under the Plan
are vested is changed, each Participant with at least three years of
service may elect to have his or her vested benefits determined without
regard to such change by giving written notice of such election to the
Committee within the period beginning on the date such change was adopted
and ending 60 days after the latest of (1) the date such change is adopted,
(2) the date such change becomes effective or (3) the date the Participant
is issued notice of such change by the Committee or the Trustee. Except as
otherwise provided in an amendment permitted by Treasury Regulations, if an
optional form of benefit payment protected under Code section 411(d)(6) is
eliminated, each Participant may elect to have that portion of his or her
Account balance that was accrued as of the date of such elimination
distributed in the optional form of benefit that was eliminated.
(C) The provisions of the Plan in effect at the termination of a Participant's
employment will, except as specifically otherwise provided by a subsequent
amendment, continue to apply to such Participant.
10.2. Authority to Terminate and Procedure.
---------------------------------------
Subject to any contractual obligations, Jostens, Inc., or any successor,
reserves the right to terminate the Plan in its entirety at any time. The Plan
will terminate as of the date specified in a written instrument adopted by the
Board and executed in the manner of an amendment. [Effective 1/1/93]
10.3. Distribution Following Termination, Partial Termination or Discontinuance
-------------------------------------------------------------------------
of Contributions.
- -------------------
After termination or partial termination of the Plan or the complete
discontinuance of contributions under the Plan, the Trustee will continue to
hold and distribute the Fund at the times and in the manner provided by Section
8.1 as if such event had not occurred or, if the Committee so directs in
accordance with Treasury Regulations, will distribute to each Participant or
Beneficiary of any deceased Participant the entire balance of his or her
Accounts.
23
<PAGE>
ARTICLE
11.
DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS
---------------------------------------------
The definitions and the rules of construction and interpretations set forth
in this article will be applied in construing this instrument unless the context
otherwise indicates.
11.1. Account.
----------
An "Account" with respect to a Participant is either or both of the
accounts maintained on his or her behalf pursuant to Section 4.1, as the context
requires.
11.2. Affiliated Organization.
--------------------------
An "Affiliated Organization" is -
(a) for purposes of applying the limitations set forth at Sections 9.4 and
9.5 of the Plan, any member of a controlled group of corporations (within
the meaning of Code section 1563(a) without regard to Code sections
1563(a)(4) and 1563(e)(C)) that includes the Company or any trade or
business (whether or not incorporated) that together with the Company is
under common control (within the meaning of Code section 414(c)), the
determination of any such corporation or trade or business being made under
Code section 1563(a) by substituting the phrase "more than 50 percent" for
the phrase "at least 80 percent" wherever it appears in such Code section,
and
(b) for all other purposes, any corporation that is a member of a
controlled group of corporations (within the meaning of Code section
1563(a) without regard to Code sections 1563(a)(4) and 1563(e)(3)(C)) that
includes the Company, any trade or business (whether or not incorporated)
that together with the Company is under common control (within the meaning
of Code section 414(c)), any member of an "affiliated service group"
(within the meaning of Code section 414(m)) of which the Company is a
member or any other organization that, together with the Company, is
treated as a single employer pursuant to Code section 414(o) and Treasury
Regulations thereunder.
11.3. Beneficiary.
--------------
A "Beneficiary" is a person designated or otherwise determined under the
provisions of Section 8.2 as the distributee of benefits payable after the death
of a Participant. A person designated as or otherwise determined to be a
Beneficiary under the terms of the Plan has no interest in or rights under the
Plan until the Participant in question has died. A Beneficiary will cease to be
such on the day on which all benefits to which he, she or it is entitled under
the Plan have been distributed.
11.4. Board.
--------
The "Board" is the board of directors of Jostens, Inc. or any successor.
When the Plan provides for an action to be taken by the Board, the action may be
taken by any committee or individual authorized to take such action pursuant to
a proper delegation by the board of directors of Jostens, Inc. or any successor.
24
<PAGE>
11.5. Code.
-------
The "Code" is the Internal Revenue Code of 1986, as amended. Any reference
to a specific provision of the Code includes a reference to such provision as it
may be amended from time to time and to any successor provision.
11.6. Committee.
------------
The "Committee" is the Benefits Administration Committee constituted under
Article XII. [Effective 1/26/95]
11.7. Company.
----------
The "Company" is American Yearbook Company, doing business as Jostens
Printing and Publishing Division.
11.8. Consent of Spouse.
--------------------
Whenever the consent of a Participant's spouse is required with respect to
any act of the Participant, such consent will be deemed to have been obtained
only if:
(a) the Participant's spouse executes a written consent to such act, which
consent acknowledges the effect of such act and is witnessed by a notary
public; or
(b) the Committee determines that no such consent can be obtained because
the Participant has no spouse, because the Participant's spouse cannot be
located, or because of such other circumstances as may, under Treasury
Regulations, justify the lack of such consent.
Any such consent by the Participant's spouse or such determination by the
Committee that such spouse's consent is not required is effective only with
respect to the particular spouse of the Participant who so consented or with
respect to whom such determination was made. Any such consent by the
Participant's spouse to an act of the Participant under the Plan is irrevocable
with respect to that act.
11.9. Disabled.
-----------
A Participant will be considered to be "Disabled" only if the Committee
determines that he or she is unable to perform each and every duty of his or her
occupation on the basis of a report of a medical doctor approved by the
Committee; provided, that the Committee may accept or require, either in
addition to or in lieu of such doctor's determination, proof of the
Participant's eligibility for disability benefits under the Social Security Act.
11.10. Effective Date.
-----------------
The "Effective Date" of the Plan is January 1, 1989.
11.11. Eligible Earnings.
--------------------
(A) The "Eligible Earnings" of a Participant for any Plan Year are the
following elements of the Participant's earnings that are received by the
Participant from the Company for the portion of the Plan Year during which
he or she is eligible to participate in the Plan: basic or regular wages,
overtime
25
<PAGE>
pay, shift differential pay, sick pay, holiday pay, vacation pay,
severance pay, short-term disability pay and such other elements of
earnings specified in Plan Rules. The amount determined pursuant to the
foregoing sentence will be increased by the amount of Eligible Earnings
reductions experienced by the Participant pursuant to the provisions of
this Plan, any other plan maintained by a Participating Employer that
contains a cash or deferred arrangement pursuant to Code section 401(k) and
any cafeteria plan maintained by a Participating Employer pursuant to Code
section 125 for the portion of the Plan Year, to the extent such reductions
are not otherwise included for the portion of the Plan Year. Further
increases or decreases may be made to Eligible Earnings for any amounts of
an unusual or nonrecurring nature, as specified in Plan Rules.
(B) Notwithstanding Subsection (A), in no event will a Participant's Eligible
Earnings for any Plan Year beginning after December 31, 1993 be taken into
account to the extent it exceeds $150,000 (or such dollar amount, adjusted
to reflect increases in the cost of living, as in effect under Code section
401(a)(17) for the calendar year during which the Plan Year in question
begins).
(C) In the case of a Participant who is a Highly Compensated Employee described
in clause (1) of Section 11.16(A), or of a Highly Compensated Employee
described in clause (2) or (3) of Section 11.16(A) whose "compensation" (as
defined in Section 11.16(B)(2)) for the Plan Year is not less than the
compensation of at least ten other Highly Compensated Employees, the
limitation set forth in Subsection (B) will be applied to the Participant,
the Participant's spouse and the Participant's lineal descendants who have
not attained age 19 prior to the end of the Plan Year in question as if
they were a single Participant.
11.12. Employee.
-----------
An "Employee" is any individual who is classified by an Affiliated
Organization as a common-law employee of the Affiliated Organization.
11.13. Fund.
-------
The "Fund" is the total of all of the assets of every kind and nature, both
principal and income, held in the Trust at any particular time or, if the
context so requires, one or more of the investment funds described in Section
5.1.
11.14. Governing Law.
----------------
To the extent that state law is not preempted by provisions of the Employee
Retirement Income Security Act of 1974, as amended, or any other laws of the
United States, this Plan will be administered, construed and enforced according
to the internal, substantive laws of the State of Minnesota, without regard to
its conflict of law rules.
11.15. Headings.
-----------
The headings of articles and sections are included solely for convenience.
If there exists any conflict between such headings and the text of the Plan, the
text controls.
11.16. Highly Compensated Employee.
-----------------------------
(A) A "Highly Compensated Employee" for any Plan Year is any employee who -
26
<PAGE>
(1) at any time during such Plan Year or the preceding Plan Year, owns or owned
(or is considered as owning or having owned within the meaning of Code
section 318) more than five percent of the outstanding stock of an
Affiliated Organization or stock possessing more than five percent of the
total combined voting power of all outstanding stock of an Affiliated
Organization, or
(2) during the Plan Year preceding such Plan Year -
(a) received compensation in excess of $75,000 (or such dollar amount,
adjusted to reflect increases in the cost of living, as in effect
under Code section 414(q)(1)(B) for the calendar year during which the
Plan Year in question begins), or
(b) received compensation in excess of $50,000 (or such dollar amount,
adjusted to reflect increases in the cost of living, as in effect
under Code section 414(q)(1)(C) for the calendar year during which the
Plan Year in question begins) and whose compensation exceeded the
compensation of at least 80 percent of all employees, excluding, for
purposes of determining the number of employees in such group but not
for purposes of determining the specific employees comprising the
group, all employees who (i) have completed less than six months of
service with the Affiliated Organizations, (ii) normally work fewer
than 17-1/2 hours per week for the Affiliated Organizations, (iii)
normally work for the Affiliated Organizations during not more than
six months during any calendar year, or (iv) have not attained age 21,
or
(c) was at any time an officer of an Affiliated Organization (an
administrative executive in regular and continued service with the
Affiliated Organization) and received compensation in excess of 50
percent of the amount in effect under Code section 415(b)(1)(A) for
the calendar year during which the Plan Year in question begins, but
in no case will there be taken into account more than the lesser of
(i) 50 persons, or (ii) the greater of three persons or ten percent of
the aggregate number of employees, excluding, for the purpose of
determining the number of such officers, any employees who are
excluded pursuant to clause (b); or, if no officer of an Affiliated
Organization received compensation in excess of such amount, the
officer with the highest compensation for the Plan Year, or
(3) during such Plan Year, is described in items (a), (b) or (c) of clause (2)
and received compensation in an amount that is not less than the amount of
compensation received by at least 100 other employees.
(B) For purposes of this section,
(1) an "employee" is any individual (other than a nonresident alien who
receives no earned income, within the meaning of Code section 911(d)(2),
from an Affiliated Organization that constitutes income from sources within
the United States, within the meaning of Code section 861(a)(3)) who,
during the Plan Year for which the determination is being made, performs
services for an Affiliated Organization as -
(a) a common law employee,
(b) an employee pursuant to Code section 401(c)(1), or
27
<PAGE>
(c) a leased employee who is treated as an employee of an Affiliated
Organization pursuant to Code section 414(n)(2) or 414(o)(2), and
(2) "compensation" for any period means an employee's Section 415 Wages for the
period increased by the amount of any reductions to the employee's
compensation for the period in connection with an election by the employee
made pursuant to a plan maintained by an Affiliated Organization under Code
section 125 or 401(k).
(C) For purposes of applying Sections 9.2, any employee who is the spouse, a
lineal ascendant or descendant or the spouse of a lineal ascendant or
descendant of a Highly Compensated Employee described in clause (1) of
Subsection (A), or of a Highly Compensated Employee described in clause (2)
or (3) of Subsection (A) whose compensation for the Plan Year is not less
than the compensation of at least ten other Highly Compensated Employees,
will not be considered a separate employee and any Eligible Earnings with
respect to such employee, and any contributions allocated to the employee's
Accounts under this Plan if the employee is a Participant, will be deemed
to have been paid to, or allocated to the Accounts of, such Highly
Compensated Employee.
11.17. Hour of Service.
------------------
An "Hour of Service" is an hour for which a Qualified Employee is paid, or
entitled to payment, for the performance of duties for the Company.
11.18. Number and Gender.
--------------------
Wherever appropriate, the singular number may be read as the plural, the
plural may be read as the singular, and the masculine gender may be read as the
feminine gender.
11.19. Participant.
--------------
A "Participant" is an individual who has satisfied the eligibility
requirements of Article II, following initial hire or rehire, as the case may
be, with respect to whom contributions have been made and who has not ceased to
be a Participant pursuant to Section 2.4.
11.20. Plan.
-------
The "Plan" is that set forth in this instrument as it may be amended from
time to time.
11.21. Plan Rule.
------------
A "Plan Rule" is a rule, policy, practice or procedure adopted by the
Committee pursuant to Section 12.2.
11.22. Plan Year.
------------
A "Plan Year" is the 12-month period beginning on July 1 and ending on June
30 of the following year.
28
<PAGE>
11.23. Qualified Employee.
--------------------
A "Qualified Employee" is any Employee who performs services for the
Company and whose terms of employment are covered under an agreement between the
Company and the Union.
11.24. Rollover Account.
-------------------
The "Rollover Account" is the account established pursuant to clause (d) of
Section 4.1 to evidence the amounts, if any, rolled over from an individual
retirement arrangement or another qualified plan, or transferred directly from
another qualified plan with respect to a Participant, pursuant to Section 3.2.
11.25. Section 415 Wages.
-------------------
(A) An individual's "Section 415 Wages" for any period is the sum of all
remuneration received by the individual during such period from all
Affiliated Organizations that constitutes "compensation" within the meaning
of Code section 415(c)(3) and Treasury Regulations thereunder.
(B) The Committee may, for any Plan Year, determine the items of remuneration
that, in accordance with Treasury Regulations, will be included in Section
415 Wages for the Plan Year; provided that for each purpose under this
Plan, the Committee's determination will be uniform throughout any Plan
Year.
(C) Section 415 Wages will not include the amount by which an individual's
remuneration is reduced in connection with an election by the individual
made pursuant to a plan maintained under Code section 125 or 401(k).
11.26. Tax Deferred Account.
-----------------------
The "Tax Deferred Account" is the account established pursuant to clause
(a) of Section 4.1 to evidence Tax Deferred Contributions made on behalf of a
Participant.
11.27. Tax Deferred Contributions.
----------------------------
"Tax Deferred Contributions" mean contributions made by the Company on
behalf of Participants pursuant to Section 3.1.
11.28. Termination of Employment.
----------------------------
(A) For purposes of determining entitlement to a distribution under this Plan,
a Participant will be deemed to have terminated employment only if he or
she has completely severed his or her employment relationship with all
Affiliated Organizations or become Disabled. Neither transfer of
employment among Affiliated Organizations nor absence from active service
by reason of disability leave, other than in connection with his or her
becoming Disabled, or any other leave of absence will constitute a
termination of employment.
(B) A Participant will be deemed to have terminated employment in conjunction
with the disposition of all or any portion of the business operation of an
Affiliated Organization which is a disposition of a subsidiary or of
substantially all of the assets used in a trade or business of an
Affiliated
29
<PAGE>
Organization within the meaning of Code section 401(k)(10)(A) with respect
to which the requirements of Code section 401(k)(10)(B) and (C) are
satisfied.
(C) A Participant who, in conjunction with the disposition of all or any
portion of a business operation of an Affiliated Organization which is not
described in Subsection (B), transfers employment to the acquiror of such
business operation or to any affiliate of such acquiror will not be
considered to have terminated employment. If a Participant is deemed to
have continued employment by reason of the preceding sentence, such
sentence will continue to apply to such Participant in the event of any
subsequent transfer of employment in conjunction with the disposition of
all or any portion of a business operation of the initial acquiror or any
subsequent acquirors which is not a disposition of a subsidiary of such
acquiror or of substantially all of the assets used in a trade or business
of such acquiror within the meaning of Code section 401(k)(10)(A) with
respect to which the requirements of Code section 401(k)(10)(B) and (C) are
satisfied. Except in conjunction with such a disposition of a subsidiary
or substantially all of the assets used in a trade or business of the
seller, such a Participant will be considered to have terminated employment
only when he or she has severed the employment relationship with all such
acquirors and their affiliates.
11.29. Testing Wages.
----------------
(A) An individual's "Testing Wages" for any period is his or her Section 415
Wages for such period increased by the amount of any reductions to the
individual's compensation for the period in connection with an election by
the individual under a plan maintained by an Affiliated Organization under
Code section 125 or 401(k).
(B) Notwithstanding Subsection (A), in no event will a Participant's Testing
Wages for any Plan Year beginning after December 31, 1993 be taken into
account to the extent it exceeds $150,000 (or such dollar amount, adjusted
to reflect increases in the cost of living, as in effect under Code section
401(a)(17) for the calendar year during which the Plan Year in question
begins).
(C) In the case of a Participant who is a Highly Compensated Employee described
in clause (1) of Section 11.16(A), or of a Highly Compensated Employee
described in clause (2) or (3) of Section 11.16(A) whose "compensation" (as
defined in Section 11.16(B)(2)) for a Plan Year is not less than the
compensation of at least ten other Highly Compensated Employees, the
limitation set forth in Subsection (B) will be applied to the Participant,
the Participant's spouse and the Participant's lineal descendants who have
not attained age 19 prior to the end of the Plan Year in question as if
they were a single Participant.
11.30. Treasury Regulations.
-----------------------
"Treasury Regulations" mean regulations, rulings, notices and other
promulgations issued under the authority of the Secretary of the Treasury that
apply to, or may be relied upon in the administration of, this Plan.
11.31. Trust.
--------
The "Trust" is that created for purposes of implementing benefits under the
Plan, and may, as from time to time amended, be referred to as the "Jostens
401(k) Master Trust."
30
<PAGE>
11.32. Trustee.
----------
The "Trustee" is the corporation and/or individual or individuals who from
time to time is or are the duly appointed and acting trustee or trustees of the
Trust.
11.33. Union.
--------
The "Union" is GCIU Locals 49C and 23B.
31
<PAGE>
ARTICLE
12.
ADMINISTRATION OF PLAN
----------------------
12.1. Benefits Administration Committee Named Fiduciary.
----------------------------------------------------
(A) The general administration of the Plan and the duty to carry out its
provisions is vested in the Chief Executive Officer of the Company, who is
a "named fiduciary" of the Plan for purposes of the Employee Retirement
Income Security Act of 1974, as amended. The Chief Executive Officer will
appoint a Benefits Administration Committee of two or more members to serve
at his or her pleasure. Such Benefits Administration Committee is a "named
fiduciary" of the Plan to the extent of its administrative duties and
responsibilities under the Plan. The Benefits Administration Committee
will possess those rights, powers and duties specifically delegated to it
under the terms of the Plan, together with such other administrative duties
as may from time to time be delegated by the Chief Executive Officer. The
Benefits Administration Committee may adopt bylaws for the conduct of its
affairs, may appoint a secretary (who need not be a member of the Benefits
Administration Committee) to keep its records and may delegate to such of
its members as it may select the authority to execute and deliver such
documents as may be adopted or authorized by the Benefits Administration
Committee. [Effective 1/26/95]
(B) The Committee may delegate to any Employee or other person, whether or not
such Employee or person is a Committee member, authority to perform any
ministerial act or fiduciary duty. Any such delegation of fiduciary duty
must be in writing and must be furnished to the person to whom the duty is
delegated. Upon such person's filing an acknowledgment and acceptance of
such delegation, that person will become a fiduciary of the Plan with
respect to that duty and, to the extent allowed under applicable law, the
Committee will be relieved of fiduciary responsibility with respect to that
duty. Such person's fiduciary responsibility with respect to that duty
will terminate upon revocation of such delegation by the Committee or upon
revocation of such acceptance by such person. Any such revocation must be
in writing, and will be effective upon delivery thereof to the person to
whom the duty was delegated or to a member of the Committee, as the case
may be.
12.2. Plan Rules.
-------------
The Committee has discretionary power and authority to make and enforce
such Plan Rules as the Committee deems necessary or advisable for the effective
administration of the Plan and to modify or rescind any such Plan Rules. Plan
Rules will be uniform and nondiscriminatory with respect to similarly situated
persons.
12.3. Discretionary Actions.
------------------------
The Committee has discretionary power and authority to make all
determinations necessary or proper for the efficient administration of the Plan,
except those determinations that the Plan requires others to make, and to
construe, interpret, apply and enforce the Plan and Plan Rules, including the
discretionary power and authority to remedy possible ambiguities,
inconsistencies, omissions or erroneous Account balances. To the extent allowed
by applicable law, all rules, regulations, determinations and remedies so made
are final and binding on all Participants, Beneficiaries and other interested
parties. In the exercise of its discretionary powers, the Committee will treat
all persons similarly situated in a uniform matter.
32
<PAGE>
12.4. Compensation.
--------------
Committee members will not receive compensation from the Plan or Trust for
their services as such, but they are entitled to reimbursement for all sums
reasonably and necessarily expended by them in the performance of their duties.
12.5. Professional Assistance.
--------------------------
The Committee may retain such accounting, recordkeeping, legal and clerical
services as they reasonably deem to be required in the administration of the
Plan, and may pay reasonable compensation for such services. The Committee is
entitled to rely conclusively on all tables, valuations, certificates, opinions
and reports furnished to them by such persons and on all information, elections
and designations furnished to them by Participants and the Company.
12.6. Payment of Administrative Costs.
----------------------------------
Reimbursements under Section 12.4, compensation under Section 12.5 and all
other costs of establishing and administering the Plan may, at the sole
discretion of the Committee, be paid by the Trustee from the Fund, upon
statements issued by the Committee, but to the extent not so paid, will be paid
by the Company.
12.7. Indemnification.
------------------
The Company and Jostens, Inc. (or its successor) jointly and severally
agree to indemnify the Committee members, and each director, officer and
Employee against any and all liabilities, losses, costs and reasonable expense
(including legal fees) of every kind and nature that may be imposed on, incurred
by or asserted against such person at any time by reason of such person's
services in connection with the Plan, but only if such person did not act
dishonestly or in bad faith or in willful violation of the law or regulations
under which such liability, loss, cost or expense arises. The Company and
Jostens, Inc. (or its successor) have the right, but not the obligation, to
select counsel and control the defense and settlement of any action for which a
person may be entitled to indemnification under this section, unless they are
determined to be due to gross negligence or intentional misconduct.
12.8. Benefit Claim Procedure.
--------------------------
Within a reasonable time following termination of a Participant's
employment, the Committee will notify the Participant or the Beneficiary, of the
amount of benefits, if any, payable under the Plan. Not later than 30 days
after receipt of such notice, the Participant or Beneficiary, as the case may
be, may file with the Committee a written claim objecting to the amount of
benefits payable under the Plan. Not later than 90 days after receipt of such
claim, the Committee will render a written decision on the claim to the
claimant. If the claim is denied in whole or in part, such decision will
include: the reasons for the denial; a reference to the Plan provision that is
the basis for the denial; a description of any additional material or
information necessary for the claimant to perfect the claim; an explanation as
to why such information or material is necessary; and an explanation of the
Plan's claim procedure. Not later than 60 days
33
<PAGE>
after receiving the Committee's written decision, the claimant may file with the
Committee a written request for review of the Committee's decision, and the
claimant or the representative may thereafter review Plan documents that relate
to the claim and submit written comments to the Committee. Not later than 60
days after receiving such request, the Committee will afford the claimant or the
representative an opportunity to present the claim in person to the Committee.
Not later than 60 days after such presentation or, if there is no such
presentation, not later than 60 days after the Committee's receipt of the
request for review, the Committee will render a written decision on the claim,
which decision will include the specific reasons for the decision, including
references to specific Plan provisions where appropriate. The 90- and 60-day
periods during which the Committee must respond to the claimant may be extended
by up to an additional 90 or 60 days, respectively, if special circumstances
beyond the Committee's control so require and if notice of such extension is
given to the claimant. A Participant or Beneficiary must exhaust the procedure
described in this section before making any claim of entitlement to benefits
pursuant to the Plan in any court or other proceeding. [Effective 1/1/93]
12.9. Disputes.
---------
(A) The United States District Court for the District of Minnesota is a proper
venue for any action initiated by or against Jostens, Inc., the Company,
the Committee or any other fiduciary in the case of any dispute with a
Participant or Beneficiary relating to or arising from the Plan and such
court will have personal jurisdiction over any Participant or Beneficiary
named in the action.
(B) Regardless of where an action relating to or arising from the Plan is
pending, the law as stated and applied by the United States Court of
Appeals for the Eighth Circuit or the United States District Court for the
District of Minnesota will apply to and control all actions relating to the
Plan brought against the Plan, Jostens, Inc., the Company, the Committee or
any other fiduciary or against any Participant or Beneficiary.
12.10. Correction of Errors.
----------------------
If the Committee determines that, by reason of administrative error or
other cause attributable to the Company, the Account of any Participant has
incurred a loss, the Committee may enter into an agreement with the Company
under which the Account is fully restored and may, upon such restoration,
release the Company from further responsibility. [Effective 1/1/93]
34
<PAGE>
ARTICLE
13.
MISCELLANEOUS
-------------
13.1. Merger, Consolidation, Transfer of Assets.
--------------------------------------------
(A) If this Plan is merged or consolidated with, or its assets or liabilities
are transferred to, any other plan, each Participant will be entitled to
receive a benefit immediately after such merger, consolidation or transfer
(if such other plan were then terminated) that is equal to or greater than
the benefit he or she would have been entitled to receive immediately
before such merger, consolidation or transfer (if this Plan had then
terminated).
(B) If any other plan is merged into this Plan, any provisions unique to the
Accounts resulting from such merger will be set forth on an exhibit to the
Plan.
13.2. Limited Reversion of Fund.
----------------------------
(A) Except as provided in Subsection (B), no corpus or income of the Trust will
at any time revert to the Company or be used other than for the exclusive
benefit of Participants and their Beneficiaries by paying benefits and
administrative expenses of the Plan.
(B) Notwithstanding any contrary provision in the Plan,
(1) All contributions made prior to the initial determination of the Internal
Revenue Service as to qualification of the Plan under Code section 401(a)
and the tax exempt status of the Trust under Code section 501(a) will be
repaid by the Trustee to the Company, upon the Company's written request,
if the Internal Revenue Service rules that the Plan is not qualified or the
Trust is not tax exempt; provided, that the Company requests such
determination within a reasonable time after adoption of the Plan and the
repayment by the Trustee to the Company is made within one year after the
date of denial of qualification of the Plan; and
(2) To the extent a contribution is made by a mistake of fact or a deduction is
disallowed the Company under Code section 404, the Trustee will repay the
contribution to the Company upon the Company's written request; provided,
that such repayment is made within one year after the mistaken payment is
made or the deduction is disallowed, as the case may be. Each contribution
to the Plan by the Company is expressly conditioned on such contribution
being fully deductible by the Company under Code section 404.
13.3. No Employment Rights Created.
-------------------------------
The establishment of the Plan neither gives any Employee a right to
continuing employment nor limits the right of an Affiliated Organization to
discharge the Employee or otherwise deal with the Employee without regard to the
effect such action might have on his or her initial or continued participation
in the Plan.
35
<PAGE>
JOSTENS, INC. TOPEKA UNION
401(k) PRE-TAX RETIREMENT SAVINGS PLAN
1993 REVISION
Third Declaration of Amendment
------------------------------
Pursuant to the retained power of amendment contained in Section 10.1 of the
instrument entitled "Jostens, Inc. Topeka Union 401(k) Pre-Tax Retirement
Savings Plan," the undersigned does hereby amend such instrument in the
following manner:
1. Section 3.1 (B)(3) thereof is amended to read as follows:
"(3) A Participant may elect to change the percentage rate at which his or
her Eligible Earnings will be reduced. The election must be made in
accordance with Plan Rules. The change will be effective as soon as
administratively practicable following the processing of the Participant's
request for such a change."
2. Section 3.1 (B)(4) thereof is amended to read as follows:
"(4) A Participant may elect to suspend reductions to his or her Eligible
Earnings in accordance with Plan Rules. The suspension will be effective
as soon as administratively practicable following the processing of the
Participant's request for the suspension. Reductions to Eligible Earnings
for any Participant who makes a hardship withdrawal under Section 6.1 will
be automatically suspended for the 12-month period beginning on the date of
the withdrawal distribution. Reductions to Eligible Earnings for any
Participant who is in technical or actual default on a Plan Loan may be
suspended by the Committee in its discretion, exercised uniformly among
similarly situated Participants, until the Committee determines that the
default has been cured or all liability in connection with the loan has
been satisfied."
3. Section 4.2 thereof is amended to read as follows:
"4.2 Valuation and Account Adjustment. Participants' Accounts will be
---------------------------------
separately adjusted on a daily basis on each day on which the Trustee and
New York Stock Exchange are open for business in a uniform and equitable
manner to reflect income, expense, gains and losses of the Fund and
contributions, withdrawals, loans, loan repayments, satisfactions of unpaid
indebtedness in accordance with Section 6.5(C)(4) and distributions."
4. Section 5.1(A) thereof is amended to read as follows:
"5.1 Establishment of Investment Funds. (A) In order to allow each
----------------------------------
Participant to determine the manner in which his or her Accounts will be
invested, the Trustee will
<PAGE>
maintain, within the Trust, an investment fund designated as the Jostens
Stock Fund and three or more separate investment funds of such nature and
possessing such characteristics as the Committee may specify from time to
time. Each Participant's Accounts will be invested in the investment funds
in the proportions directed by the Participant in accordance with Sections
5.2 and 5.3 The Committee may, from time to time, direct the Trustee to
establish additional investment funds or eliminate any existing investment
fund."
5. Sections 5.4 and 5.5 are redesignated as Sections 5.5 and 5.6,
respectively, and a new Section 5.4 is added, which new section reads as
follows:
"5.4 Investment in Jostens Stock Fund. (A) The Trustee will establish as
---------------------------------
one of the investment funds under Section 5.1, a fund, designated as the
Jostens Stock Fund, which will be invested in Jostens Stock except for such
amounts of cash as the Trustee determines to be necessary to satisfy short-
term liquidity requirements and cash held pending acquisition of Jostens
Stock.
(B) Voting rights of Jostens Stock in the Jostens Stock Fund are
subject to the following rules.
(1) Each Participant and Beneficiary with an interest in the Jostens
Stock Fund will be afforded the opportunity to direct the manner in
which shares of Jostens Stock in the Fund will be voted in connection
with all stockholder actions of Jostens, Inc. In the event of a
tender or exchange offer for shares of Jostens Stock, each Participant
will be entitled to direct whether or not the shares of Jostens Stock
in the Fund will be tendered for sale or exchange in connection with
such offer. Solely for purposes of the preceding sentence, each
Participant is designated as a "named fiduciary" within the meaning of
section 403(a)(1) of the Employee Retirement Income Security Act of
1974, as amended. Each Participant's direction will apply to the
number of shares of Jostens Stock in the Fund that bears the same
ratio to the total shares of Jostens Stock in the Fund as the value of
the Participant's Account investments in the Fund bears to the total
value of the Fund.
(2) The Committee will, prior to each meeting of Jostens, Inc.
stockholders, cause to be furnished to each such Participant whose
Account is invested in the Jostens Stock Fund as of the record date of
the meeting a copy of any proxy solicitation material prepared by
Jostens, Inc., together with a form requesting confidential directions
on how the shares of Jostens Stock attributable to the Participant's
Account will be voted on each matter to be brought before such
meeting. The Committee will use its best efforts to ensure that each
Participant and Beneficiary receives such information as will be
distributed to stockholders of Jostens, Inc. in connection with any
tender or exchange offer for shares of Jostens Stock and that each
receives instructions for giving confidential directions to the
Trustee.
2
<PAGE>
(3) The Trustee will hold all directions received from Participants
pursuant to this subsection in strict confidence and will not disclose
any such direction to any person, including any officer or employee of
the Company or of an Affiliated Organization, except as may be
required to allow independent inspectors of election to certify voting
results or to satisfy the requirements of law.
(4) The Trustee will vote the number of full and fractional shares
attributable to each Participant's Account as directed by the
Participant if the direction is received in time for the direction to
be processed. In the case of a tender or exchange offer, the Trustee
will tender the shares attributable to a Participant's Account if so
directed by the Participant, and will not tender shares attributable
to the Account of a Participant, who either directs that such shares
not be tendered or does not furnish a timely direction to the Trustee.
(5) The Trustee will vote any Jostens Stock with respect to which it
does not receive timely directions so that the proportion of such
stock voted in any particular manner on any matter is the same as the
proportion of the stock with respect to which the Trustee has received
timely directions which is so voted. If a tender or exchange offer is
made and the Trustee holds any Jostens Stock that is not attributable
to any Participant's share of the Jostens Stock Fund, the Trustee will
tender a portion of such stock so that the proportion of such stock
that is tendered is the same as the proportion of the stock
attributable to Participants' Accounts for which the Trustee has
received instructions is tendered.
6. Article VI thereof is amended to read as follows:
"ARTICLE VI
Withdrawals During Employment and Loans
---------------------------------------
6.1 Hardship Withdrawals. (A) Subject to the provisions of Section 6.4,
---------------------
a Participant who has not terminated employment may make hardship
withdrawals from his or her Tax Deferred Account in accordance with the
provisions of this section. The amount of any such withdrawal may not
exceed the sum of the balance of his or her Tax Deferred Account as of
December 31, 1988, increased by the amount of Tax Deferred Contributions
made on his or her behalf with respect to any Plan Year beginning after
December 31, 1988, and reduced by the amount of Tax Deferred Contributions
distributed to the Participant after December 31, 1988, pursuant to the
Plan. Such withdrawal will be made only if the Committee determines that
the distribution is made on account of an immediate and heavy financial
need of the Participant and is necessary to satisfy such financial need.
(B) The existence of an immediate and heavy financial need will
be made by the Committee on the basis of all relevant facts and
circumstances. A distribution will be deemed to be made on account of an
immediate and heavy financial need, however, if it is determined by the
Committee to be on account of:
3
<PAGE>
(1) expenses for medical care, described in Code section 213(d),
incurred or to be incurred by the Participant, the Participant's
spouse or the Participant's dependent (as described in Code section
152);
(2) costs directly related to the purchase (excluding mortgage
payments) of a principal residence of the Participant;
(3) payment of tuition, related educational fees and room and board
expenses for the next year of post-secondary education for the
Participant or his or her spouse, child or other dependent;
(4) payments necessary to prevent the eviction of the Participant from
his or her principal residence or foreclosure of the mortgage on the
Participant's principal residence; or
(5) any other need specified in Treasury Regulations as being deemed
to be an immediate and heavy financial need of the Participant.
(C) A distribution will be deemed to be necessary to satisfy
the immediate and heavy financial need of the Participant only if the
Committee determines that each of the following requirements is
satisfied.
(1) The distribution is not in excess of the sum of the
amount of the immediate and heavy financial need of the
Participant plus, if elected by the Participant, the amount
necessary to pay any federal, state and local taxes that the
Participant will incur on account of the distribution as
estimated by the Committee in accordance with Plan Rules.
(2) The Participant has received all withdrawals and
has taken all nontaxable loans available under the Plan and any
other qualified plan maintained by an Affiliated Organization.
(3) All Tax Deferred Contributions under the Plan and
all elective deferrals and after-tax employee contributions on
behalf of or by the Participant under any other qualified or
nonqualified deferred compensation plan maintained by an
Affiliated Organization are suspended for a period of 12 months
following the date of the distribution.
(4) For the Participant's taxable year following the
taxable year during which he or she received the distribution,
the amount of elective deferrals that may be made on the
Participant's behalf under any qualified plan maintained by an
Affiliated Organization, including Tax Deferred Contributions
pursuant to the Plan, are reduced by the amount of such elective
deferrals made on the Participant's behalf for the taxable year
during which he or she received the distribution.
4
<PAGE>
(D) The Committee's determination of the existence of a
Participant's financial hardship and the amount that may be withdrawn
to satisfy the need created by such hardship will be made in
accordance with Treasury Regulations, and is final and binding on the
Participant. The Committee may require the Participant to make
representations and certifications concerning his or her entitlement
to a withdrawal pursuant to this section and is entitled to rely on
such representations and certifications unless the Committee has
actual knowledge to the contrary. The Committee is not obligated to
supervise or otherwise verify that amounts withdrawn are applied in
the manner specified in the Participant's withdrawal application.
6.2 Withdrawals From Tax Deferred Account. Subject to the provisions of
--------------------------------------
Section 6.4, a Participant who has attained age 59-1/2 and has not
terminated employment may withdraw all or any portion of his or her Tax
Deferred Account balance.
6.3 Withdrawals from Rollover Account. Subject to the provisions of
----------------------------------
Section 6.4, a Participant who has not terminated employment may withdraw
all or any portion of the balance of his or her Rollover Account.
6.4 Rules for Withdrawals. (A) Plan Rules may establish a minimum amount
----------------------
for withdrawals.
(B) A hardship withdrawal distribution pursuant to Section 6.1
will be made only upon the Committee's receipt from a Participant of a
complete and accurate written application on a form approved by the
Committee. Withdrawal distributions pursuant to Sections 6.2 and 6.3 will
be made in accordance with Plan Rules.
(C) Withdrawals from a given Account will be made on a pro rata
basis among the investment funds in which such Account is invested.
(D) No withdrawal may be made from the portion of the
Participant's Accounts attributable to a note evidencing a Plan loan.
(E) All withdrawal distributions will be made in the form of cash
or check as soon as administratively practicable after the determination by
the Committee or its designate is made that a Participant is entitled to
receive the withdrawal distribution based on the balance of the Account
from which the withdrawal distribution is made as of the close of business
on the next regular business day after the Trustee receives instructions
from the Committee or its designate that all information necessary for
processing the distribution has been received and approved.
(F) The provisions of Section 8.7(A) apply to any withdrawal
distribution that constitutes an eligible rollover distribution within the
meaning of Code section 402(c)(4).
6.5 Plan Loans. (A) A Participant or Beneficiary of a deceased
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participant who is a party in interest within the meaning of the Employee
Retirement Income Security Act of
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1974, as amended, may borrow funds from his or her Tax Deferred Account and
Rollover Account, by loan application in accordance with Plan Rules,
subject, however, to the succeeding provisions of this section.
(1) The amount of the loan may not exceed the lesser of:
(a) $50,000, reduced by the excess (if any) of (i) the highest
outstanding balance, during the 12-month period ending on the day
before the loan is made, of all loans to the borrower pursuant to
the Plan and all other qualified plans maintained by any
Affiliated Organization over (ii) the outstanding balance of such
loans to the borrower on the date on which the loan is made; and
(b) 50 percent of the aggregate balance of the borrower's Account
balances as of the close of business on the day before the loan
is made.
(2) No borrower who has incurred a tax liability pursuant to Code
section 72(p) in connection with a default on a Plan loan will be
eligible for any additional loans.
(3) No individual loan will be made in an amount less than $1000, or
any lesser amount specified in Plan Rules.
(4) No borrower may have outstanding at any time more than the maximum
number of loans specified by Plan Rules.
(5) Each loan will be charged first against the borrower's Tax
Deferred Account and then against his or her Rollover Account.
(6) Loan proceeds will be obtained on a pro rata basis from the
investment fund or funds in which the borrower Accounts are invested.
(7) To be eligible to receive a loan, a borrower must pay a loan
origination fee and annual service fee in an amount determined in
accordance with Plan Rules.
(8) No loan will be made to a Beneficiary prior to the Committee's
determination of the identity of and amount distributable to the
Beneficiary and the Committee's confirmation of the Beneficiary's
status as a party in interest.
(B) Each loan will bear interest on the unpaid principal balance
at a reasonable rate established in accordance with Plan Rules. Interest
will accrue from the date on which the first payment is due.
(C) In conjunction with the loan, the borrower will execute
instruments, in forms prescribed by Plan Rules, which:
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(1) Create in the Trust a valid first lien against one-half of the
borrower's entire right, title and interest in and to that portion
of his or her Accounts equal to the initial amount of the loan
plus accrued and unpaid interest thereon;
(2) Provide for a maturity date not to exceed five years from the
date of the note;
(3) Provide for payments of principal and interest in equal
installments of such frequency, not less frequently than
quarterly, in such minimum amounts and for such maximum period as
prescribed by Plan Rules;
(4) Provide that upon the occurrence of any event specified in
such instruments, the unpaid indebtedness will be accelerated and
satisfied from any distribution then due and from the balance of
the borrower's Accounts that could then be distributed and any
remaining unpaid indebtedness will be satisfied from the balance
of the borrower's Accounts as and when such balance becomes
distributable, in each case with a corresponding reduction to the
balance of the borrower's Accounts.
(D) In addition to the instruments described in Subsection (C),
each borrower who is an Employee must execute an appropriate document under
which each Affiliated Organization is authorized to deduct from the
borrower's pay the amount of payments due under the terms of any loan, and
each borrower must provide such other instruments as may from time to time
be required under Plan Rules.
(E) The borrower will receive a clear statement of the charges
involved in the proposed loan transaction, which statement will include the
dollar amount of the loan, the annual rate of the finance charge and the
aggregate amount of the finance charge to the date of maturity.
(F) Each loan is a loan by the Fund, but for trust accounting
purposes the loan will be deemed made from the borrower's own Accounts, and
the note executed by the borrower will be deemed to be an asset of such
Accounts. Upon making a loan, the borrower's Rollover Account or Rollover
Account and Tax Deferred Account, as the case may be, will be reduced by an
Amount equal to the principal balance of the loan, effective as of the date
of the loan, and a Loan Account will be established for the borrower with
an initial balance equal to the principal amount of such loan. All such
Loan Accounts will be excluded for purposes of determining and allocating
the net earnings (or losses) of the Trust pursuant to Section 4.2. A
borrower's repayments of principal and payments of interest will be
credited to the Accounts from which the Loan proceeds were obtained in
reverse of the order in which the loan proceeds were taken from such
Accounts until the amount borrowed from each such Account has been fully
replaced by principal repayments. On the close of business next following
the Trustee's receipt of such a payment, the Loan Account of each borrower
will be reduced by the amount of the principal payment credited to such
borrower's Accounts on such date.
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<PAGE>
Repayments of loan principal and payments of interest will be invested
among the investment funds in accordance with the borrower's most recent
investment directions with respect to contributions under the Plan.
(G) Loans, including any accrued interest, may be repaid in full
without penalty at any time.
(H) The borrower waives any right he or she may have to require
the Trustee to produce an original copy of any instrument related to the
loan, including a note, and agrees that the Trustee may enforce the
borrower's obligation by producing a copy of any such instrument produced
by microfilm, digital storage or similar method.
(I) Plan Rules may specify such other terms and conditions as may
be necessary or desirable for the administration of loans under this
section."
7. Section 8.1(A) thereof is amended to read as follows:
"8.1 Form and Time of Distribution. (A) Following a Participant'
-------------------------------
termination of employment or earlier attainment of age 70-1/2, the Trustee
will distribute to the Participant or, if the Participant has died, to his
or her Beneficiary, the balance of the Participant's Accounts. The amount
of any distribution made in the form of a lump sum payment will be equal to
the aggregate balance of the Participant's Accounts as of the date of
distribution. Subject to the remaining subsections of this Section 8.1 and
Section 8.7(A), distributions will be made in accordance with the following
provisions-
(1) If the aggregate balance of the Participant's Accounts at the
time of the distribution is not more than $3500, distribution to
the Participant will be made in the form of a lump sum payment as
soon as administratively practicable after the Participant's
termination of employment or, if the Participant so elects (in
accordance with election procedures specified in Plan Rules and
not later than a date determined pursuant to Plan Rules) or as
soon as administratively practicable after a date prior to the end
of the Plan Year following the Plan Year during which the
termination of employment occurs as specified by the Participant.
This clause will not apply, however, if the aggregate balance of
the Participant's Accounts exceeded $3500 at the time of any
previous distribution.
(2) If clause (1) does not apply, distribution to the Participant
will be made in the form of a lump sum payment, installment
payments, non-periodic payments or a combination of installment
and non-periodic payments, as elected by the Participant in
accordance with the provisions of this Section 8.1 and Plan Rules,
on such date or dates as the Participant specifies following his
or her termination of employment or earlier attainment of age 70-
1/2; provided, however, that if the Participant has not, prior to
the deadline for making a deferral election under Subsection (B),
either (a) made a distribution election to receive a lump sum
payment or installment payments pursuant to this clause (2) or a
deferral election pursuant to Subsection (B) or (b) begun
receiving installment payments under
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<PAGE>
Subsection (C)(2), then distribution will be made in the form of a
lump sum payment not later than the sixtieth day after the close
of the Plan Year during which there occurs the later of the
Participant's termination of employment or sixty-fifth birthday.
(3) If the aggregate balance of a Participant's Accounts at the
time of his or her death is not more than $3500 (whether or not
distribution to the Participant had begun prior to his or her
death), distribution to the Participant's Beneficiary will be
made, in a lump sum payment, as soon as administratively
practicable after the Committee's receipt of notice of the
Participant's death. If the foregoing sentence does not apply,
distribution to the Participant's Beneficiary will be made at such
time or times and in such manner as the Beneficiary elects in
accordance with Subsection (E).
(4) Distributions will be made in the form of cash or check;
provided that at the election of the Participant or Beneficiary, as
the case may be, (a) to the extent that immediately before the
distribution one or more of the Participant's Accounts is invested
in the Jostens Stock Fund distribution of such Account will be made
in full shares of Jostens common stock, with cash in lieu of any
fractional share and (b) in the case of a direct rollover pursuant
to Section 8.7(A) to a Fidelity Investments individual retirement
account, in shares of Fidelity mutual funds in which the Account
was invested immediately prior to the distribution."
8. Section 9.5(B)(2) thereof is amended to read as follows:
"(2) 140 percent of the average Section 415 Wages of the Participant
during the three consecutive calendar years during which he or she was a
Participant in any such defined benefit pension plan which produce the
highest average."
9. Section 9.6 thereof is redesignated as Section 9.7 and a new Section 9.6 is
added, which new section reads as follows:
"9.6 Short Plan Year. For purposes of applying the foregoing limitations
----------------
with respect to the six-month Plan Year beginning on July 1, 1996 and
ending on December 31, 1996, (a) in applying Section 9.2(D) with respect to
the Plan Year ending on June 30, 1996, the period during which the
corrective action must be taken is the 12-month period ending on June 30,
1997 and (b) the maximum dollar limitations applicable with respect to such
Plan Year under Sections 9.4(A)(1) and 9.5(C) are the dollar limitations
therein referenced multiplied by a fraction, the numerator of which is six
and the denominator of which is 12."
10. Section 11.11(B) thereof is amended to read as follows:
"(B) Notwithstanding Subsection (A), in no event will a Participant's
Eligible Earnings for any Plan Year beginning after December 31, 1993 be
taken into account to the extent it exceeds $150,000 (or such dollar
amount, adjusted to reflect increases in the cost of living, as in effect
under Code section 401(a)(17) for the calendar year during which the
9
<PAGE>
Plan Year in question begins); provided that in the case of the six-month
Plan Year beginning July 1, 1996 and ending on December 31, 1996, such
limitation is $75,000."
11. Section 11.16 thereof is amended by added a new clause (D) which new clause
reads as follows:
"(D) For purposes of applying the provisions of this section in connection
with the six-month Plan Year beginning on July 1, 1996 and ending on
December 31, 1996 -
(1) when such Plan Year is the Plan Year with respect to which the
determination of status as a Highly Compensated Employee is being
made, the dollar amounts specified in items (a), (b) and (c) of
clause (2) of Subsection (A) will be adjusted by multiplying each
such dollar amount by a fraction, the numerator of which is six and
the denominator of which is 12, and
(2) when the Plan Year beginning on January 1, 1997 is the Plan Year
with respect to which the determination of status as a Highly
Compensated Employee is being made, the preceding Plan Year will be
deemed to be the 12-month period beginning on January 1, 1996 and
ending on December 31, 1996."
12. A new Section 11.18 is added thereto, Sections 11.18 through 11.33 are
redesignated, respectively, as Sections 11.19 through 11.34, references to
Sections 11.18 through 11.33 are changed accordingly, and new Section 11.18
reads as follows:
"11.18 Jostens Stock. "Jostens Stock" means common stock issued by
--------------
Jostens, Inc."
13. Former Section 11.22 (as amended Section 11.23) thereof is amended to read
as follows:
"11.23 Plan Year. A "Plan Year" is: (a) prior to July 1, 1996, the
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12-month period beginning July 1 and ending with the following June 30, (b)
the six-month period beginning on July 1, 1996 and ending on December 31,
1996 and (c) after December 31, 1996, each calendar year."
14. Former Section 11.29(B) (as amended Section 11.30(B)) thereto is amended to
read as follows:
"(B) Notwithstanding Subsection (A), in no event will a Participant's
Testing Wages for any Plan Year beginning after December 31, 1993 be taken
into account to the extent it exceeds $150,000 (or such dollar amount,
adjusted to reflect increases in the cost of living, as in effect under
Code section 401(a)(17) for the calendar year during which the Plan Year in
question begins); provided that in the case of the six-month Plan Year
beginning on July 1, 1996 and ending on December 31, 1996, such limitation
is $75,000."
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The amendments set forth above are effective as of October 1, 1996 and are
applicable to all otherwise eligible Participants, or the Qualified Spouses of
deceased Participants, including those Participants whose Retirement or death
occurred before October 1, 1996.
IN WITNESS WHEREOF, the proper officers of Jostens, Inc. have executed this
Amendment on behalf of Jostens, Inc. this 27th day of September, 1996.
JOSTENS, INC.
By /s/ Orville E. Fisher
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Its Senior Vice President
----------------------------------
And /s/ Brian K. Beutner
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Its Assistant Secretary
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11
