**Exhibit 10.8**

 

**SUPPLEMENTAL AGREEMENT**

 

**THIS SUPPLEMENTAL AGREEMENT**(“Agreement”) is entered into as of the      day of August,2003, by and among PERRY JUDD’S INCORPORATED, a Delaware corporation (the“Corporation”), PERRY JUDD’S HOLDINGS, INC., a Delaware Corporation(“Holdings”), and Craig A. Hutchison, an individual (“Executive”).  Terms used but not defined herein shall havethe meanings ascribed thereto in the Amended and Restated Stock Restriction andRepurchase Agreement, made as of June 15, 2000, by and between Holdingsand Executive, as amended on March 28, 2001 and September 13, 2001(the “Stock Restriction and Repurchase Agreement”).

 

**WHEREAS**, Executiveis the President and Chief Executive Officer of the Corporation (the “ExecutivePosition”);

 

**WHEREAS**, theCorporation desires to provide Executive with certain benefits in the event ofa Change of Control Event (as defined below);

 

**WHEREAS,**the Stock Restriction and RepurchaseAgreement governs the rights and privileges of Holdings and Executive withrespect to 18,443 shares of common stock of Holdings owned by Executive (the“Purchased Shares”);

 

**WHEREAS**, Holdings has been granted, as set forth inArticle D of the Stock Restriction and Repurchase Agreement, the CallRight, exercisable at any time during the 90-day period following theoccurrence of a Termination of Service with respect to Executive, to repurchaseat the Call Price all or any portion of the Purchased Shares;

 

**WHEREAS**, Executive Purchased 8,750 shares of commonstock of Holdings (the “Option Shares,” and together with the Purchased Shares,the “Shares”) pursuant to that certain Perry Judd’s Holdings, Inc. StockPurchase Agreement (the “Holdings Stock Purchase Agreement”), datedJune 15, 2000, by and between Holdings and Executive, as amended onMarch 28, 2001, upon exercise of stock options granted to Executive underthe Perry-Judd’s Incorporated Amended and Restated 1995 Stock Option Plan;

 

**WHEREAS**, Holdings has been granted, as set forth inArticle F of the Holdings Stock Purchase Agreement, a call right (the“Second Call Right”), exercisable at any time during the 90-day periodfollowing Executive’s termination of service (the “90-day Period”) (as definedin the Holdings Stock Purchase Agreement), to repurchase at the call price setforth in the Holdings Stock Purchase Agreement all or any portion of the sharespurchased under the Holdings Stock Purchase Agreement (the Second Call Righttogether with the Call Right, the “Call Rights”);

 

**WHEREAS**, the Executive and the Corporation are partiesto the Restated and Amended Employment Agreement dated as of April 28,2003 (the “Employment Agreement”); and

 

**WHEREAS**, Holdings desires to waive its right toexercise the Call Rights for the period set forth herein.

 

----

 

**NOW, THEREFORE**, inconsideration of the foregoing recitals and mutual agreements and covenantscontained herein, the parties agree as follows:

 

# **A.**            CHANGE OFCONTROL

# ** **

## 1.             **Change of Control Event**. “Change of Control Event” means (a)a merger or consolidation in which the Corporation or Holdings is not thesurviving entity, other than any transaction effected primarily to change thestate in which the Corporation or Holdings is incorporated; (b) a sale,transfer or other disposition of all or substantially all of the Corporation’sor Holdings’ assets; (c) a reverse merger in which the Corporation or Holdingsis the surviving entity but in which fifty percent (50%) or more of theCorporation’s or Holdings’ outstanding voting securities are transferred to, orheld by, a person or persons different from the persons holding thosesecurities immediately prior to the merger; or (d) a sale, transfer or otherdisposition of capital stock of Holdings after which fifty percent (50%) ormore of Holdings’ outstanding voting securities are held by a person or personsdifferent from the persons holding those securities immediately prior to suchsale, transfer or other disposition.

##  

## 2.             **Minimum Value ofShares**.  In the event of a Change of Control Event inwhich the Shares do not have an aggregate value (the “Share Value”), eitheractual or implied based on the fair market value of the consideration receivedby the Executive, Holdings or the Corporation (collectively, the “Sellers”), asthe case may be, of at least $1,000,000, Holdings shall pay to the Executivethe difference between $1,000,000 and the Share Value.  Such payment shall be made in cash withinthirty (30) days after the Sellers have received all of the consideration towhich they are entitled pursuant to the Change of Control Event.

##  

## 3.             **Special SeveranceBenefit**.  In the event of a Change of Control Event inwhich the Share Value is less than $2,000,000, and as a result of such Changeof Control Event or within six (6) months thereafter (i) the Executive’sService is terminated by the Corporation for any reason other than “cause” (asdefined in the Employment Agreement), (ii) the Executive voluntarilyterminates his Service after being required to accept a position withmaterially less responsibility than the Executive Position, or (iii) theExecutive voluntarily terminates his Service after he is required to relocatehis principal place of business to a location that is more than sixty (60)miles from his residence as set forth on the signature page hereof, Executiveshall be entitled to salary continuation in the aggregate amount of the lesserof (A) the difference between $2,000,000 and the Share Value (the “SpecialSeverance Amount”) or (B) $999,000.

##  

The Special SeveranceAmount shall be payable by the Corporation in equal installments over three (3)years from the date of Termination of Service in accordance with the policiesgoverning the payment of salary applicable to the Executive at the date ofTermination of Service; provided, however, that the Executive shall not beentitled to any further payments of the Special Severance Amount upon thecommencement of new employment by the Executive.  The Special Severance Amount shall be in addition to anyseverance benefit that the Executive shall be entitled to receive under theEmployment Agreement.

 

2

----

 

# **B.**            WAIVER OF CALLRIGHTS.

# ** **

Holdings herebyirrevocably and unconditionally agrees to waive its right to exercise the CallRights during the two (2)-year period commencing on August 3, 2004 andending on August 8, 2006 (the “Waiver Period”); provided, however, that ifany portion of the 90-day Period occurs during the Waiver Period, Holdingsshall have the right to exercise the Call Rights on or before the later of(i) the 90th day following Executive’s termination of service and(ii) September 7, 2006. Except as expressly set forth in the preceding sentence, the Call Rightsshall remain in full force and effect as provided in the Stock Restriction andRepurchase Agreement and the Holdings Stock Purchase Agreement.

 

# **C.**            MISCELLANEOUSPROVISIONS

# ** **

## 1.             **Executive’sUndertaking**.  Executive hereby agrees to take whateveradditional action and execute whatever additional documents the Corporationand/or Holdings may deem necessary or advisable in order to carry out or effectone or more of the obligations or restrictions imposed on Executive, Holdingsor the Corporation pursuant to the provisions of this Agreement.

##  

## 2.             **Agreementis Entire Contract**.  ThisAgreement, along with the Stock Restriction and Repurchase Agreement, theHoldings Stock Purchase Agreement and the Employment Agreement, constitute theentire contract between the parties hereto with regard to the subject matterhereof and supersedes any prior contracts, agreements or understanding betweenthe parties with respect to such subject matter.

##  

## 3.             **GoverningLaw**.  This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Delaware without resortto that State’s conflict-of-laws rules.

##  

## 4.             **Successors andAssigns**.  This Agreement shall be binding on andinsure to the benefit of the parties hereto and their respective successors,assigns, heirs and legal representatives. Notwithstanding the foregoing, neither party shall assign this Agreementwithout the prior written consent of the other parties.

##  

## 5.             **Counterparts**. This Agreement may be executed in counterparts, each of which shall bedeemed to be an original, but all of which together shall constitute one andthe same instrument.

 

3

----

 

**IN WITNESS WHEREOF**,the parties have executed this Agreement on the date first indicated above.

 

 
|   | **PERRY JUDD’S INCORPORATED**   |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   |                                 |   |
|   | Name:                                |
|   | Title:                               |
|   |                                 |
|   | Address:                             | 575 West Madison Street |
|   |                                 | Waterloo,  Wisconsin  53594 |
|   |                                 | Attention:  Chairman |
|   |                                 |
|   |                                 |
|   | **PERRY JUDD’S HOLDINGS, INC.** |
|   |                                 |
|   |                                 |
|   |                                 |   |
|   | Name:                                |
|   | Title:                               |
|   |                                 |
|   | Address:                             | 575 West Madison Street |
|   |                                 | Waterloo,  Wisconsin  53594 |
|   |                                 | Attention:  Chairman |
|   |                                 |
|   |                                 |
|   |                                 |   |
|   | **CRAIG A. HUTCHISON**               |
|   | Address:                             | 18 Chautauqua Trail |
|   |                                 | Madison, Wisconsin  53719 |
|        |                                      |  |  |

 

----