**Exhibit 10.45**

**Plan Document**

**ManagementIncentive Compensation Plan — FY 2007**

***Purpose***

The Management IncentiveCompensation Plan (“MICP” or the “Plan”) is designed to reward select keyemployees of Vertis, Inc. and any subsidiary corporation (the “Company”) forachieving and exceeding performance objectives. The Plan is intended to providean incentive for superior work and to motivate participating employees toachieve high levels of performance that drive business results.  The Plan is also intended to alignparticipant goals with those of the Company and its shareholders and enablesthe Company to continue to attract and retain highly qualified employees.  This Plan Document, as it is written, isintended to serve as a reference guide and planning tool with which the Companycan 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 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.                                                                                                                                                                                                                                                                                  |
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| 1.3    | The  Administrative Committee, in its sole discretion, may also select certain  non-manager-level employees to participate in the MICP when those non  manager-level employees are able to significantly impact business results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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. |

 

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***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”).                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 2.2    | The  Administrative Committee shall establish in writing, with respect to each  Performance Period, Vertis-wide performance goals and specific target  objectives (“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.                                                                                                                                                                                                                                                |
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| 2.3    | 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”).                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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 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. |
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| 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. |
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| 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.          |
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| 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.                                                               |
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| 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. |
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| 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.                                                                                                                                                                                                                                                                                                           |

 

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***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. |
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| 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 Chairman & Chief Executive  Officer, Chief Financial Officer, VP Human Resources, Chief Legal Officer, and  the Director, Corporate Compensation & Benefits. The Chief Financial  Officer is the chair of the Committee.                                                                                                                                                                                                    |
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| 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.                                                                                                                                           |
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| 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.                                                                                                                                                    |
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| 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.                                                                                                                                                                                                                                                                                                                          |
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| 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 |

 

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|        | 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.                                                                                                                                      |
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| 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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