Exhibit
10.15


 


QUAD/GRAPHICS,
INC.


EXECUTIVE
SALARY CONTINUATION PLAN


 


THIS AGREEMENT is made as of this         
day of                 ,
20  , by and between Quad/ Graphics, Inc., a Wisconsin
corporation (hereinafter the “Corporation”) and          hereinafter
the “Executive”).


 


BACKGROUND INFORMATION


 


The Executive is employed by the Corporation and renders valuable
services that contribute to the growth and prosperity of the Corporation.  The Corporation wishes to provide the
Executive with a salary continuation death benefit pursuant to this Agreement.


 


AGREEMENT


 


For
consideration received and the mutual promises set forth, the parties agree as
follows:


 


1.             Definitions.  For
purposes of this Agreement, the following terms have the meanings set forth below:


 


(a)                                  Beneficiary means a
surviving spouse and/or Dependent Children (including a trust established for
the surviving spouse and/or dependent children) designated by the Executive to
receive any benefit under the Agreement following [his/her] death.  A Participant shall make the initial
designation through a beneficiary designation the Participant provides to the
Corporation.  The Participant may change
his Beneficiary as provided in Section 4.


 


(b)                                 Contingent
Beneficiary means the surviving spouse and/or Dependent
Children (including a trust established for the surviving spouse and/or
Dependent Children) designated by the Participant, as provided in Section 4,
to receive any benefits under this Agreement in the event the Beneficiary does
not survive the Participant.  Any
reference to a “Beneficiary” in the Agreement shall be deemed to include the
Contingent Beneficiary if the context so indicates.


 


(c)                                  Dependent Child
means


 


a.               the
unmarried, natural born child of the employee under the age of 25 years; or


 


b.              the
unmarried adopted child of the employee under the age of 25 years.


 


(d)                                 Executive means the
individual named above who has been approved by the Quad/Graphics, Inc.
Board of Directors to receive the benefits


 

















 


provided under this Agreement and who is a Corporate Vice President or
President.


 


(e)                                  Final Base
Earnings means the amount of regular earnings paid as
compensation by the Corporation to the Executive at the time of the Executive’s
death.  Final Base Earnings does not
include any other earning or compensation including, but not limited to bonus,
options or incentives paid to Executive.


 


(f)                                    Retirement Date means the date
that the Executive terminates employment with the Corporation at a time when
he/she has attained the age of 55.


 


2.             Termination.  If the Executive’s employment with the
Corporation is terminated for any reason other than death prior to the
Executive’s Retirement Date, the Executive, his designated Beneficiary or any
other person or persons shall not have any right to receive any death benefits
under this Agreement.


 


3.             Benefits.


 


(a)                                  If the
Executive dies after attaining age 55 but before [his/her] Retirement Date, the
Corporation shall pay to the Beneficiary an amount equal to 60% of [his/her]
Final Base Earnings, in equal monthly installments beginning as soon as
administratively possible after the Executive’s death and continuing for a
period to end on the earlier of:


 


(1)                                  the date on
which the Executive would have become 65 years of age; or


 


(2)                                  the later of :


 


i.      the 25th birthday of the youngest of the Executive’s
surviving Dependent Children; or


 


ii.     the death of the surviving
spouse.


 


(b)                                 If the
Executive dies before attaining age 55, the Corporation shall pay to the
Beneficiary an amount equal to 60% of [his/her] Final Base Earnings in equal
monthly installments beginning as soon as administratively possible after the
Executive’s death and continue for a period to end on the earlier of:


 


(1)                                  the tenth
anniversary of the Executive’s death; or


 


(2)                                  the later of:


 


i.      the 25th birthday of the youngest of the Executive’s
surviving Dependent Children; or


 


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ii.     the death of the surviving
spouse.


 


(c)                                  If the Executive leaves no
surviving Dependent Children under the age of 25 and no surviving spouse, no
death benefits are provided under this Agreement.


 


4.             Beneficiary.  The Executive shall have the right to
designate in writing one or more Beneficiaries or Contingent Beneficiaries to
receive the payments provided for in Section 3 of this Agreement.  The Executive shall be permitted to change
[his/her] Beneficiary designation so long as such change is consistent with Section 1
above.  If the Executive fails to
designate a Beneficiary, or the Beneficiary is deemed incompetent by a court of
law, then the Corporation shall pay said amounts to the surviving spouse.  If the Executive leaves no surviving spouse,
then, the Corporation shall pay said amounts equally, according to the Uniform
Transfers to Minors Act, for the benefit of Executive’s Dependent Children.


 


5.             Restrictions.  Notwithstanding anything contained in this
Agreement to the contrary, no payment shall be made and all rights under this
Agreement of the Executive, [his/her] designated Beneficiary, executors or
administrators, or any other person, to receive payments under this Agreement
shall be forfeited if the Executive dies by self-inflicted injury, whether sane
or insane.


 


6.             Insurance.  If the Corporation elects to purchase a life
insurance policy on the life of the Executive to provide the Corporation with
the funds required to make payments under this Agreement, the Corporation shall
at all times be the sole and complete owner and beneficiary of such policy and
shall have the unrestricted right to use all amounts and exercise all options
and privileges under the policy without the knowledge or consent of the
Executive or his designated Beneficiary or any other person.  It is expressly agreed that neither the
Executive nor his designated Beneficiary nor any other person shall have any
right, title or interest whatsoever in or to any such policy.


 


7.             Assignment.  Neither the Executive nor his designated
Beneficiary nor any other person entitled to payments under this Agreement
shall have the power to transfer, assign, anticipate, mortgage or otherwise
encumber in advance of any such payments, nor shall such payments be subject to
seizure for the payment of public or private debts, judgments, alimony, or
separate maintenance, or be transferable by operation of law in event of
bankruptcy, insolvency or otherwise.


 


8.             Unsecured
Promise.  The
Executive and any other person or persons having or claiming a right to
payments under this Agreement or to any interest in this Agreement shall rely
solely on the unsecured promise of the Corporation set forth in this
Agreement.  Nothing in this Agreement
shall be construed to give the Executive or any other person or persons any
right, title, interest or claim in or to any specific asset, fund, reserve,
account or property of any kind whatsoever owned by the Corporation or in which
it may have any right, title or interest now or in the future.  The Executive or any person claiming a right
to payments under this Agreement shall have the right to enforce his or her
claim against the Corporation in the same manner as any unsecured creditor.


 


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9.             No Right to
Employment.  Nothing
contained in this Agreement shall be construed as conferring upon the Executive
the right to continue in the employ of the Corporation.  The Corporation or the Executive may
terminate the Executive’s employment at any time and for any reason with or
without notice.


 


10.          Amendment or
Termination of Agreement.  This Agreement may be amended or terminated
unilaterally by the Corporation at any time or from time to time, with or
without notice.


 


11.          Previous
Agreements.  This
Agreement replaces and supersedes all other similar or related booklets,
handbooks, documents and agreements.


 


12.          ERISA.  The following provisions are intended to meet
the requirements of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).


 


(a)                                  Named Fiduciary
and Plan Administrator.  The
Corporation is the named fiduciary and Plan Administrator for this
Agreement.  The Plan Administrator shall
have full discretionary authority to interpret and apply all provisions of this
Agreement, including, but not limited to, all issues concerning eligibility for
and determination of benefits.  Decisions
of the Plan Administrator, made in good faith, shall be final and binding.


 


(b)                                 Filing of a
Claim for Benefits.  The
Executive’s designated Beneficiary shall make a claim for the benefits provided
under this Agreement by delivering a written request to the Plan Administrator.


 


(c)                                  Notification of
Claimant of Decision.  The Plan
Administrator shall notify the designated Beneficiary (“Claimant”) in writing,
within 45 days of his or her written application for benefits, of his or her
eligibility or ineligibility for benefits under this Agreement.  If the Plan Administrator determines that a
Claimant is not eligible for benefits or full benefits, the notice shall set
forth:


 


(1)                                  The specific
reasons for such denial,


 


(2)                                  A specific
reference to the provisions of the Agreement on which the denial is based,


 


(3)                                  A description
of any additional information or material necessary for the Claimant to perfect
his or her claim, and a description of why it is needed, and


 


(4)                                  An explanation
of the claims review procedure and the time limits applicable to such procedures,
including a statement of the Claimant’s right to bring a civil action under
section 502(a) of ERISA following an adverse benefit determination on
review.


 


4

















 


If
the Plan Administrator determines that there are special circumstances
requiring additional time to make a decision, the Plan Administrator shall
notify the claimant of the special circumstances and of the date by which a
decision is expected to be made, and may extend the time for up to an additional
30-day period.


 


(d)                                 Review
Procedure.  If a
Claimant is determined by the Plan Administrator to be ineligible for benefits,
or if the Claimant believes that he or she is entitled to greater or different
benefits, the Claimant shall have the opportunity to have such claim reviewed
by the Plan Administrator by filing a petition for review with the Plan
Administrator within 180 days after receipt of the notice issued by the Plan
Administrator.  The petition shall state
the specific reasons why the Claimant believes that he or she is entitled to
benefits, greater benefits, or different benefits.  Within 45 days after receipt by the Plan
Administrator of the petition, the Plan Administrator shall afford the Claimant
(and counsel, if any) an opportunity to present his or her position to the Plan
Administrator orally or in writing, and the Claimant (or counsel) shall have
the right to review the pertinent documents. 
Within the 45-day period, the Plan Administrator shall notify the
Claimant of its decision in writing.  The
Plan Administrator’s written notice to the Claimant shall set forth
specifically:


 


(1)                                  The basis of the Plan Administrator’s
decision;


 


(2)                                  The specific provisions of the Agreement
on which the decision is based;


 


(3)                                  A statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of all documents, records, and other information relevant to the Claimant’s
claim for benefits; and


 


(4)                                  A statement of the Claimant’s right to
bring an action under section 502(a) of ERISA.


 


If, because of the need for a hearing, the 45-day
period is not sufficient, the decision may be deferred for up to another 45-day
period at the election of the Plan Administrator, but notice of this deferral
shall be given to the Claimant.


 


13.          Limitation
on Actions Against the Corporation.  A Claimant must complete the Review Procedure
set forth in section 12(d) before he or she may bring legal action against
the Corporation for benefits pursuant to this Agreement.  No legal action may be commenced against the
Corporation more than 90 days after the Claimant receives notice of the Plan
Administrator’s final decision on his or her appeal.


 


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IN WITNESS WHEREOF, the parties have made this
Agreement this            day
of                                         ,
20      .


 


 


	
  EXECUTIVE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name
  of Executive]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  QUAD/GRAPHICS,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name and Title of Officer]

  	
   

  



 


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