Exhibit 10.47


 





 


Plan Document


 


 


Employee
Incentive Plan – FY 2006


 


Purpose


 


The Employee Incentive
Plan (“EIP” or the “Plan”) is designed to reward select key employees of Vertis, Inc.
and any subsidiary corporation (the “Company”) for achieving and exceeding
performance objectives. The Plan is intended to provide an incentive for
superior work and to motivate participating employees to achieve high levels of
performance that drive business results. The Plan is also intended to align
participant goals with those of the Company and its shareholders and enables
the Company to continue to attract and retain highly qualified employees. This
Plan Overview, as it is written, is intended to serve as a reference guide and
planning tool with which the Company can further administer the Plan.


 


Eligibility and Participation


 


	
  1.1

  	
   

  	
  Members of management designated as managers (or
  equivalent) and above are eligible to be considered for participation in the
  Plan, subject to selection and approval as set forth in paragraph 1.2.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  The Administrative Committee, as defined below, for
  the Plan shall have the authority to identify those eligible employees
  (“Participants”) who will participate in the Plan for each Performance
  Period. Participants are generally defined as manager level and above who
  directly impact the top or bottom line financials of the Company. However,
  job title alone will not guarantee participation in the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.3

  	
   

  	
  The Administrative Committee, in its sole
  discretion, may also select certain non-manager-level employees to
  participate in the EIP when those non manager-level employees are able to
  significantly impact business results.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.4

  	
   

  	
  Participants who are hired between January 1
  and October 1 of the Plan Year are eligible to participate for that Plan
  Year. Participants hired after October1st are not eligible to participate for
  that Plan Year. Any payout for a Participant hired after

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  January 1st will be prorated based on the
  number of months worked, including any months on a Company approved leave of
  absence, during the Plan Year. Participants hired between the 1st and the
  15th of any month will be deemed to have been hired on the 1st of that month.
  Participants hired between the 16th and the 31st of any month will be deemed
  to have been hired on the 1st of the following month.

  
	
   

  	
   

  	
   

  



 


 


 


Plan Year, Performance Period and Performance Goals


 


	
  2.1

  	
   

  	
  The fiscal year of the Plan shall be the calendar
  year (the “Plan Year”). The performance period in which incentives
  may be payable under the Plan shall normally be the Plan Year; provided
  however, that the Administrative Committee shall have the authority to
  designate alternative performance periods under the Plan (“Performance
  Period”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  The Administrative Committee shall establish in
  writing, with respect to each Performance Period, Vertis-wide performance
  goals and specific target objectives for each (“Vertis Performance Goals”).
  To the extent that Vertis Performance Goals are attained, a method or formula
  for computing the amount of incentive compensation payable to each
  participant under the Plan shall be communicated at the beginning of each
  Performance Period or as soon as administratively possible after the
  beginning of the Performance Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Vertis Performance Goals specific to the current
  Plan Year are attached as Attachment A. In addition, other performance goals
  may be established and may be based upon a particular business unit
  or participant’s attainment of specific objectives set for the Performance
  Period (“Individual Objectives”) (the Vertis Performance Goals and the
  Individual Objectives are collectively referred to as “Performance Goals”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Individual Objectives shall be developed for each
  Participant by the Participant’s supervisor. Individual Objectives will be
  documented on the appropriate Plan form at the beginning of the
  Performance Period, or as soon as possible thereafter, copies of which will
  be given to the Participant and the Administrative Committee. Individual Objectives
  will be subject to approval by the Administrative Committee or its designee.
  Individual Objectives may be changed during a performance period to
  reflect changes in the business or in Company initiatives. To the extent
  Individual Objectives are changed during a year, the changes will be reviewed
  with the Participant, and a new form will be completed and sent to the
  Administrative Committee for approval.

  
	
   

  	
   

  	
   

  



 


Determination of Incentive Awards


 


	
  3.1

  	
   

  	
  As soon as practicable following the end of the applicable
  Performance Period, each Participant will review their performance against
  their stated Individual Objectives with their supervisor. The Supervisor will
  provide a report to their

  
	
   

  	
   

  	
   

  



 


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  appropriate Group Human Resources Director and
  Business Unit General Manager indicating the Participant’s level of
  achievement with respect to their Individual Objectives. Following the
  approval of the Group Human Resources Director and General Manager, each Participant’s
  Individual Objectives attainment level will be reported to the Corporate
  Human Resources Department.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  The Chief
  Financial Officer shall certify in writing to what extent the Company, its
  subsidiaries, operating divisions or other operating units and the
  Participants have achieved any established Vertis Performance Goal(s) for the
  Performance Period(s), including the satisfaction of material terms of the
  Performance Goals. The Chief Financial Officer shall then provide this
  information to the Corporate Human Resources Department.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  The Corporate
  Human Resources Department shall then calculate the amount of incentive for
  each Participant based upon the formula or method as set out for the
  applicable Performance Period. Calculated awards shall be presented to the
  Administrative Committee for final review and approval.

  
	
   

  	
   

  	
   

  



 


Payment of Incentive Awards


 


	
  4.1

  	
   

  	
  Approved
  incentive awards shall be payable by the Company by direct deposit, unless
  other arrangements are agreed to, to each Participant, or to his/her estate
  in the event of his/her death. Payments shall be made as soon as possible
  after the Administrative Committee has approved the awards pursuant to
  Section 3.3, but no later than two and one-half months following the end
  of the calendar year in which the applicable Performance Period ended.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Except as otherwise provided (a) by the
  Administrative Committee or (b) in any written employment agreement,
  scheduled retirement, written severance agreement or other written agreement
  between the Company and a Participant, there shall be no payment of any
  incentive award to any Participant who is not actively employed or on a
  Company approved leave of absence as of the end of the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  To be eligible to receive a payout under this
  policy, the participant must be an employee in good standing with the
  company. “Good standing” for purposes of this document shall mean that they
  shall have received a performance rating of at least Proficient as of the
  date of their most recent performance review or if the review is more than 3
  months old, must be currently performing at least in a Proficient manner as
  of the end of the Plan Year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Calculation of payouts, if any, will be based on the
  Participant’s base salary as of the end of the Plan Year (December 31).

  
	
   

  	
   

  	
   

  



 


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  4.5

  	
   

  	
  The Company will
  deduct from any incentive award any applicable withholding taxes or any
  amounts owed by the Participant to the Company or any of its subsidiaries.

  
	
   

  	
   

  	
   

  



 


Other Terms and Conditions


 


	
  5.1

  	
   

  	
  Except as
  may be otherwise required by law, incentive awards under the Plan shall
  not be subject in any manner to anticipation, alienation, sale, transfer,
  assignment, pledge, encumbrance, charge, garnishment, execution, or levy of
  any kind, either voluntary or involuntary. Incentives awarded under the Plan
  shall be payable from the general assets of the Company, and no participant
  shall have any claim with respect to any specific assets of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Neither the Plan
  nor any action taken under the Plan shall be construed as giving any employee
  the right to be retained in the employment of the Company or any parent,
  subsidiary or affiliate of the Company or to maintain any Participant’s
  compensation at any level. Nothing in this Plan shall in any way diminish or
  limit either party’s right to terminate the employment relationship at any
  time and for any lawful reason, in its sole discretion.

  
	
   

  	
   

  	
   

  



 


Administration


 


	
  6.1

  	
   

  	
  The Administrative
  Committee is comprised of the President & Chief Operating Officer,
  Chief Financial Officer, VP Human Resources, Chief Legal Officer, and the
  Director, Corporate Compensation & Benefits. The CFO is the chair of
  the Committee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  The Administrative Committee shall have full power,
  authority and discretion to administer and interpret the provisions of the
  Plan and to adopt such rules, regulations, agreements, guidelines and
  instruments for the administration of the Plan and for the conduct of its
  business as the Committee deems necessary or advisable.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  The Administrative Committee shall have full power
  to delegate to any officer or employee of the Company the authority to
  administer and interpret procedural and administrative issues, and unless the
  Committee otherwise delegates this authority, the Director, Corporate
  Compensation & Benefits fulfills this role.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  The Administrative Committee may rely on
  opinions, reports or statements of officers or employees of the Company or
  any subsidiary thereof and of Company counsel (inside or retained counsel),
  public accountants and other professional or expert persons.

  
	
   

  	
   

  	
   

  



 


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  6.5

  	
   

  	
  The Administrative Committee reserves the right to
  amend or terminate the Plan in whole or in part at any time without
  advance notice to the Participants.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.6

  	
   

  	
  To the extent permitted by applicable law,
  (a) no member of the Administrative Committee shall be liable for any
  action taken or omitted to be taken or for any determination made in good
  faith with respect to the Plan, and (b) the Company shall indemnify and
  hold harmless each member of the Administrative Committee against any
  reasonable cost or expense (including reasonable counsel fees) or liability
  (including any sum paid in settlement of a claim with the approval of the
  Administrator) arising out of any act or omission in connection with the
  administration or interpretation of the Plan, unless arising out of fraud or
  bad faith.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  6.7

  	
   

  	
  The place of administration of the Plan shall be in
  the State of Maryland, and the validity, construction, interpretation,
  administration and effect of the Plan and of its rules and regulations,
  and rights relating to the Plan, shall be determined solely in accordance
  with the laws of the State of Maryland.

  
	
   

  	
   

  	
   

  



 


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