Employment Agreement For Parke H. Davis

Exhibit 10.19


EMPLOYMENT AGREEMENT

This Employment Agreement (" Agreement" ) is entered into as of this 16th day of December, 1996, by and between COMMEMORATIVE BRANDS, INC. and any successors thereto (collectively referred to as the " Company" ) and PARKE H. DAVIS (" Executive" ).

The parties hereby agree as follows:

1. Employment . Executive will serve the Company in an executive capacity in such office as from time to time shall be determined by the Board of Directors of the Company, and will perform, faithfully and diligently, the services and functions performed and will carry out the functions of his office and furnish his best advice, information, judgment and knowledge with respect to the business of the Company. Executive agrees to perform such duties as hereinabove described and to devote full-time attention and energy to the business of the Company. Executive will not, during the term of employment under this Agreement, engage in any other business activity if such business activity would impair Executive' s ability to carry out his duties under this Agreement.

2. Term . This Agreement shall be effective upon consummation of the acquisition by the Company of substantially all of the assets and businesses of CJC Holdings, Inc. and L.G. Balfour Company, Inc., on December 16, 1999 and shall thereafter on December 15, 1999; provided , that the term of this Agreement may be automatically extended for an additional year on December 15, 1999 and each anniversary of December 15, 1999, unless at least 60 days prior to December 15, 1999, or such anniversary date, the Company shall give notice to Executive that the termination date shall not be so extended.


3. Compensation and Other Benefits .

3.1 Salary . The salary compensation to be paid by the Company to Executive and which Executive agrees to accept from the Company for services performed and to be performed by Executive hereunder shall be an annual gross amount, before applicable withholding and other payroll deductions, of $155,000, payable in equal bi-weekly installments of $5,961.54, subject to such changes as the Board of Directors of the Company may, in its sole discretion, from time to determine.


3.2 Benefits . Executive shall be entitled to participate in such employee benefit programs, plans and policies (including incentive bonus plans and incentive stock option plans) as are maintained by the Company and as may be established for the employees of the Company from time to time on the same basis as other executive employees are entitled thereto. It is understood that the establishment, termination or change in any such Executive employee benefit programs, plans or policies shall be at the instance of the Company in the exercise of its sole discretion, from time to time, and any such termination or change in such program, plan or policy will not affect this Agreement so long as Executive is treated on the same basis as other executive employees participating in such program, plan or policy, as the case may be. Upon termination of employment under this Agreement, without regard to the manner in which the termination was brought about, Executive' s rights in such employee benefit programs, plans or policies shall be governed solely by the terms of the program, plan or policy itself and not this Agreement. Executive shall be entitled to an annual paid vacation in accordance with the Company' s personnel policy for his years of service completed as an employee of the Company (and, to the extent applicable, the Company' s predecessors).


4. Working Facilities . During the term of his employment under this Agreement, Executive shall be furnished with a private office, stenographic services and such other facilities and services as are commensurate with his position with the Company and adequate for the performance of his duties under this Agreement.

5. Expenses . During the term of his employment under this Agreement, Executive is authorized to incur reasonable out-of-pocket expenses for the discharge of his duties hereunder and the promotion of business of the Company, including expenses for entertainment travel and related items. The Company shall reimburse Executive for all such expenses upon presentation by Executive from time to time of itemized accounts of expenditures incurred in accordance with customary Company policies.


6. Termination . Executive' s employment under this Agreement may be terminated with or without cause or reason by either Company or Executive upon the following terms and conditions.


6.1 Termination by Company for Cause . If any of the following events or circumstances occur, the Company may terminate Executive' s employment under this Agreement at any time during or at the end of the initial or any extended term of this Agreement for any of the following causes (each a " Cause" ).

(i) Executive' s conviction of a felony;

(ii) Executive' s intentional failure to observe or perform material provisions of this Agreement required to be observed or performed by him; or (iii) Executive' s intentional substantial wrongful damage to property of the Company.


Upon payment by the Company to Executive of all salary payable, accrued and unused vacation, and any accrued bonus to the date of such termination, the Company shall have no further liability to Executive for compensation in accordance herewith, and Executive will not be entitled to receive the Termination Payment or Termination Benefits (as such terms are defined below) except aforesaid vacation ...