Filed by Bowne Pure Compliance





Exhibit 10.4



First Amendment to the

Consolidated Graphics, Inc. Indemnification Agreement




WHEREAS, Consolidated Graphics, Inc. (the “Corporation”) entered into the Consolidated
Graphics, Inc. Indemnification Agreement with the undersigned individual (the “Indemnitee”) on

 _____, 200       (the “Agreement”); and



WHEREAS, the Agreement may be amended by a written instrument executed by or on behalf of each
of the parties thereto; and



WHEREAS, the parties desire to amend the Agreement to be compliant with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”);



NOW THEREFORE, this First Amendment (this “Amendment”) is hereby made with all the amendments
set forth herein to be effective as of December 31, 2008 (the “Effective Date”) as follows:



1. Section 6.5 of the Agreement is hereby amended by inserting the following sentence at the
end thereof:



Under this Section 6.5, (i) the amount of Expenses eligible for reimbursement during the
Indemnitee’s taxable year may not affect the Expenses eligible for reimbursement in any other
taxable year; (ii) the reimbursement of Expenses must be made on or before the last day of the
Indemnitee’s taxable year following the taxable year in which the Expenses were incurred; (iii) the
right to reimbursement may not be subject to liquidation or exchange for another benefit; and (iv)
the Indemnitee’s recovery from the Corporation of any Expenses must take place during the duration
of this Agreement (see Section 7.6 which follows).




So that Section 6.5 of the Agreement, as amended hereby, shall provide as follows:



6.5. Indemnitee Entitled to Expenses of Judicial Proceeding. In the event that
Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from
the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually
and reasonably incurred by Indemnitee in such judicial adjudication or arbitration but only if
Indemnitee prevails therein. If it shall be determined in said judicial adjudication or
arbitration that Indemnitee is entitled to receive part but not all of the indemnification or
advancement of expenses or other benefit sought, the Expenses reasonably incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be reasonably prorated in good
faith by counsel for Indemnitee. Notwithstanding the foregoing, if a Change in Control shall have
occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 regardless of
whether Indemnitee ultimately prevails in such judicial adjudication or arbitration, unless it is
determined in such adjudication or arbitration that such indemnification is not lawful. Under this
Section 6.5, (i) the amount of Expenses eligible for reimbursement during the Indemnitee’s taxable
year may not affect the Expenses eligible for reimbursement in any
other taxable year; (ii) the reimbursement of Expenses must be made on or before the last day
of the Indemnitee’s taxable year following the taxable year in which the Expenses were incurred;
(iii) the right to reimbursement may not be subject to liquidation or exchange for another benefit;
and (iv) the Indemnitee’s recovery from the Corporation of any Expenses must take place during the
duration of this Agreement (see Section 7.6 which follows).




[Signature page follows]



 


 









 






IN WITNESS WHEREOF, the undersigned have approved, ratified and executed this Amendment on
this
 _____ 
day of                                         , 2008, to be effective as of the Effective Date.



	 	 	 	 	 
	 	CONSOLIDATED GRAPHICS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INDEMNITEE

 	 
	 	 	 
	 	 	 





 


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