Exhibit
10.13


 


Execution
Copy


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT
(this “Agreement”) is executed on May 7, 2004, but is effective as of January 1,
2004, by and between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”),
and Elizabeth E. Quadracci (“Executive”).


 


WHEREAS, Executive is currently employed by the
Company as the President of Quad/Creative and Publisher of Milwaukee Magazine,
having previously spent her working career in various capacities with the
Company;


 


WHEREAS, the Company desires to continue to
employ Executive upon the terms and subject to the conditions set forth in this
Agreement and, conversely, to be protected in the event Executive’s employment
is terminated for any reason;


 


WHEREAS, Executive desires to accept such
employment and to serve the Company upon the terms and subject to the
conditions set forth in this Agreement and accepts the restrictions on her
future employment as defined herein; and


 


WHEREAS, capitalized terms used but not defined
in the context of the Section in which such terms first appear shall have the
meaning set forth in Section 12.


 


NOW,
THEREFORE, in
consideration of the covenants set forth below, the continued employment of
Executive by the Company, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


 


1.                                       Employment; Term.


 


(a)                                  Employment. The Company hereby agrees to employ Executive, and
Executive hereby agrees to serve the Company, upon the terms and subject to the
conditions set forth in this Agreement.


 


(b)                                 Term. The term of Executive’s employment with the Company
shall continue for a period of at least two (2) years ending on December 31,
2005, unless terminated earlier pursuant to Section 4 hereof. If the Executive
is not notified on or before December 31, 2004, by the Chairman of the Board or
the Chairman of the Compensation Committee that the term of his employment
under this Agreement will not be extended, then it shall automatically be
extended (subject to Section 4) for an additional year, and this process of
automatic one-year extensions shall continue until Executive is notified in any
calendar year that the term will not be extended beyond the end of the ensuing
calendar year.


 


2.                                       Nature of Employment.


 


(a)                                  Position and Duties. Executive shall serve the Company as
the President of Quad/Creative and Milwaukee Magazine, and in such other
capacities consistent with 


 

















 


Executive’s role as President of Quad/Creative and Milwaukee Magazine
as may be reasonably assigned from time to time to Executive by the Company’s
Chairman, Chief Executive Officer or Board of Directors.


 


(b)                                 Commitment. During the term of this Agreement, Executive shall
be employed by the Company full time and shall devote substantially all of the
Executive’s entire working time to the business and affairs of the Company and
its Affiliates, subject to vacation, absences because of illness, sabbaticals
approved in accordance with Company policy and approved leaves of absence.
Notwithstanding the forgoing, it shall not be a violation of this Section 2(b) for
the Executive to: (i) serve on civic or charitable boards or committees; (ii) serve
as a director (or similar capacity) of another business as long as such other
business is not a competitor of the Company; (iii) deliver lectures, fulfill
speaking engagements or teach occasional courses or seminars at educational
institutions; or (iv) manage her personal and business finances; provided that
the activities described in subsections (i), (ii), (iii) and (iv) above do not
interfere, in any material respect, with Executive’s responsibilities under
this Agreement.


 


3.                                       Compensation.


 


(a)                                  Base Salary. Executive shall receive a salary (“Base
Salary”) at the initial rate of One Hundred Fifty-Five Thousand Dollars
($155,000) per year. Executive’s Base Salary shall be subject to discretionary
increases (but not decreases) based on an annual review by the Company’s Board
of Directors or its Compensation Committee. Executive’s Base Salary shall be
paid in accordance with the standard payroll practices of the Company in effect
from time to time.


 


(b)                                 Bonus and Incentive Compensation. Executive shall be eligible to earn an
annual cash performance bonus and such long-term incentive compensation as is
established or awarded from time to time by the Company’s Board of Directors or
its Compensation Committee and applied in a manner consistent with the then
current prevailing practices for other executive officers of the Company.


 


(c)                                  Vacations. Executive shall be entitled to four (4) weeks, or
such longer period as the Company may provide to all other executive officers
of the Company, of paid vacation each calendar year. The timing for taking such
vacation shall be reasonable in relation to the duties of Executive. Such
vacation shall not cumulate from year to year. Executive shall also be entitled
to all paid holidays and sabbaticals given by the Company to all other
executive officers of the Company.


 


(d)                                 Use of Airplane. Executive shall be entitled to personal
use of the Company’s airplane each calendar year, without any charge to
Executive. The timing for Executive’s personal use of the airplane shall be
determined by the mutual agreement of Executive and an authorized executive
officer of the Company. Such personal use entitlement shall not cumulate from
year to year. Executive acknowledges that the value of Executive’s personal use
of the Company’s airplane shall be included as compensation on Executive’s IRS Form
W-2 for each calendar year.


 


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(e)                                  Fringe Benefits. Executive shall be entitled to
participate in or receive benefits under such retirement savings plans, life
insurance, health and accident plans or arrangements and other employee
benefits as are made available from time to time by the Company to all other
executive officers of the Company. Without limiting the generality of the
foregoing, Executive shall be entitled to participate in or receive benefits
under the employee benefits that are described in Exhibit A, as it may be
amended from time to time by written agreement of Executive and an authorized
executive officer of the Company (the “Fixed Employee Benefits”), provided that
with respect to any Fixed Employee Benefit, Executive meets the eligibility
requirements of such Fixed Employee Benefit that are generally applicable to
all participants thereof. After the Termination Date, Executive shall continue
to participate in the Fixed Employee Benefits to the extent they apply to an
executive officer of the Company whose employment has been terminated.


 


(f)                                    Expenses.  Executive
shall be entitled to receive prompt reimbursement for all reasonable travel,
entertainment and similar business expenses incurred by Executive in performing
services under this Agreement, subject to and on a basis consistent with the
Company’s expense reimbursement practices in effect from time to time.


 


(g)                                 Withholding. 
The Company shall withhold from amounts paid to Executive such amounts
as are required by federal, state and local laws, regulations and rulings
relating to taxes, unemployment compensation and disability compensation.


 


4.                                       Early Termination. 
Executive’s employment with the Company pursuant to this Agreement may
be terminated as set forth below and in such cases Executive shall have the
rights set forth in Section 6.


 


(a)                                  Death.  Executive’s
employment with the Company shall terminate automatically and immediately upon
Executive’s death.


 


(b)                                 Termination Without Cause. 
Either the Company or Executive may terminate Executive’s employment
hereunder at any time for any or no reason. If the Company fails in any year to
renew the term of Executive’s employment under this Agreement for an additional
year as permitted in Section 1(b), then such failure to renew shall constitute
termination of Executive’s employment by the Company for no reason (without
Cause) effective as of December 31 of the year in which such failure occurs.


 


(c)                                  Termination by Company for Cause. 
Notwithstanding any other provision contained in this Agreement, the
Company may terminate Executive’s employment hereunder immediately, at any
time, for Cause.


 


(d)                                 Termination by Company in the Event of
Disability.  The Company may terminate Executive’s
employment hereunder, immediately, at any time, in the event of Executive’s
Disability. Executive shall cooperate, as and when reasonably requested by an
authorized executive officer of the Company, in the Company’s efforts to
determine whether Executive has become subject to a Disability.


 


(e)                                  Termination by Executive for Good Reason. 
Executive may terminate Executive’s employment hereunder immediately, at
any time, for Good Reason.


 


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5.                                       Notice of Termination. 
If either the Company or Executive wishes to terminate Executive’s
employment hereunder pursuant to Section 4 (except for the second sentence of Section
4(b)), then the terminating party shall communicate such termination by
delivering a written notice to the non-terminating party. Such written notice
shall (a) indicate the specific termination provision of this Agreement relied
upon to terminate Executive’s employment, (b) set forth in reasonable detail
the facts and circumstances related to the termination of Executive’s
employment under the provision so indicated and (c) specify the date that
Executive’s employment shall be terminated, which date shall be any date, as
determined by the terminating party, within sixty (60) days after the date such
written notice is delivered to the non-terminating party, provided that if
Executive is terminating Executive’s employment for any reason other than Good
Reason or if the Company is terminating Executive’s employment for any reason
other than Cause or the death or Disability of the Executive, then such date
shall be at least six (6) months after the date such written notice is
delivered to the non-terminating party; provided, further, that if the Company
is terminating Executive’s employment on account of the Executive’s Disability,
such date shall be after at least one hundred twenty (120) consecutive days of
Disability or a period of one hundred eighty (180) days of Disability within
any twelve (12) month period, and in either case, while the Disability is
continuing (the date of termination is referred to herein as the “Termination
Date”).


 


6.                                       Effect of Termination.


 


(a)                                  Termination for Cause or Without Good
Reason or By Reason of Death or Disability. If Executive’s employment with the Company pursuant
to this Agreement is terminated by the Company for Cause or by Executive for
any reason other than Good Reason or by reason of Executive’s death or
Disability, then Executive shall be entitled to receive from the Company the
continued payment of Executive’s Base Salary and employee benefits through the
Termination Date.


 


(b)                                 Termination Without Cause or With Good
Reason.  If Executive’s employment with the Company
pursuant to this Agreement is terminated by the Company without Cause (pursuant
to Section 4(b)) or by Executive with Good Reason, then Executive shall be
entitled to receive: (i) payment from the Company in an amount equal to
one-twelfth (1/12) of the Executive’s Average Annual Cash Consideration times
the number of months (or proportionate for portions of a month) through the
remaining term of this Agreement (the “Benefit Payment End Date”); and (ii) continuation
through the Benefit Payment End Date in the Company’s medical, health,
prescription drug, dental, disability, accident and life insurance plans;
provided that the provision of any such benefit described in (ii) shall
immediately cease at such time that Executive becomes eligible to receive a
similar type of benefit through subsequent employment. Executive shall also be
entitled to outplacement services at Company cost in an amount not to exceed
$50,000 from an outplacement service provider selected by the Executive. In
addition, Executive shall be entitled to receive her Base Salary (or a portion
thereof as applicable) during the period commencing on the day following the
Benefit Payment End Date and ending on the last day of the Noncompete Period.


 


(c)                                  Bonus and Incentive Payments. 
If the Executive’s employment with the Company pursuant to this
Agreement is terminated by the Company for Cause or by the Executive for any
reason other than Good Reason, Executive shall be deemed to have forfeited 


 


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the right to receive all amounts accrued during the fiscal year of
termination under the bonus and incentive compensation arrangements described
in Section 3(b) and the Company shall have no obligation to pay Executive any
amounts arising under such bonus and incentive compensation arrangements. Upon
the termination of the Executive’s employment with the Company pursuant to this
Agreement for any other reason, including by reason of the Executive’s death or
Disability, the Executive (or her beneficiaries or estate) shall be entitled to
receive all amounts accrued under the bonus and incentive compensation
arrangements described in Section 3(b) in proportion to the number of days
worked in the relevant year, with the bonus and incentive compensation amounts
determined by the Company’s Compensation Committee at a time and in a manner
consistent with the arrangements then in effect and with any similar awards
given to other key executive officers of the Company.


 


(d)                                 Payment.  The Company
shall pay the amounts payable to Executive under this Section 6 in accordance
with the standard payroll practices of the Company in effect from time to time.


 


(e)                                  Other Obligations. 
Notwithstanding any provision of this Agreement to the contrary, no
termination of the Executive’s employment hereunder shall affect the Executive’s
entitlement to receive vacation pay (including pay for any unused sabbatical),
expense reimbursement, and other vested benefits pursuant to any stock
purchase, stock option, retirement or other benefit plan or program in which
Executive was a participant or as otherwise provided in this Agreement or
legally mandated benefits.


 


(f)                                    No Further Obligations. 
Except as expressly set forth in this Section 6 or provided for after
termination of employment in the Fixed Employee Benefits, the Company shall
have no further obligations to Executive or her beneficiaries or estate with
respect to the termination of Executive’s employment hereunder.


 


(g)                                 No Mitigation. 
In no event shall the Executive be obligated to seek other employment or
take other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement. Except as otherwise set forth
herein with respect to medical, health, prescription drug, dental, disability,
accident and life insurance, the severance benefits payable to the Executive
hereunder shall not be subject to reduction for any compensation received from
other employment.


 


(h)                                 Change of Control. 
Upon the consummation of a Change of Control following the Termination
Date, the remaining cash portion of any severance benefits payable hereunder
shall be immediately due and payable in full.


 


(i)                                     Stock Options. 
Notwithstanding the terms and conditions of any stock option agreement
or stock option plan, (i) all stock options held by the Executive which are
currently outstanding shall immediately vest on the Termination Date, to the
extent not already vested, regardless of the reason for termination; and (ii) Executive’s
exercise date for all options shall be extended for a period of two (2) years
from the Termination Date.


 


(j)                                     Retiree Benefits. 
If the Company is obligated to make payments to the Executive under Section
6(b) on or after the date Executive turns age 55, Executive will, on such 


 


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date, become eligible to receive benefits/be a participant under those
Fixed Employee Benefits under which turning age 55 is an eligibility
requirement and will be deemed to have turned 55 while still employed by the
Company for purposes thereof, subject to the Executive meeting all other
eligibility requirements of such Fixed Employee Benefits that are generally applicable
to all participants thereof.


 


7.                                       Unauthorized Disclosure and Use.


 


(a)                                  Unauthorized Disclosure or Use. 
During Executive’s employment with the Company, Executive shall use and
disclose the Company’s Confidential Information solely in the interests of the
Company and its Affiliates. For a period of two (2) years following the
Termination Date, Executive shall not, without the written consent of the
Company’s Board of Directors, directly or indirectly use or disclose to any
person or entity, any Confidential Information, except to the extent required
by law or legal process. Notwithstanding anything to the contrary in this
Agreement, Executive’s obligations under this Section 7(a) with respect to
Confidential Information (i) that constitutes a trade secret under applicable
law shall continue until the longer of (1) such two-year period; or (2) when
such Confidential Information is no longer a trade secret through no action or
inaction by Executive and (ii) that is subject to contractual restrictions between
the Company and third parties (not including Affiliates) or judicial order
shall continue until the longer of (1) such two year period; or (2) when such
contractual or judicial restriction expires.


 


(b)                                 Return of Information and Other Property. On or before the last day of Executive’s
employment with the Company (or any other time upon the Company’s request),
Executive shall deliver to the Company the original and all copies of all
documents, records and property of any nature whatsoever, including, without
limitation, telephones, computers, automobiles and other tangible personal
property and any records, documents or property created by Executive, that are
in Executive’s possession or control and that are the property of the Company
or any of its Affiliates, except as authorized in writing or pursuant to the
Company’s then existing policies permitting withdrawing executives to retain
computers, cell phones or other items of Company property for their personal
use. Executive further agrees that, within ten (10) days following the
Termination Date, she shall deliver to the Company a certificate to the effect
that she has deleted all Confidential Information and Company trade secrets
stored on any computer owned by him or owned by any person then residing with
him.


 


8.                                       Covenant Not to Compete. Executive acknowledges that she has
obtained and will continue to obtain, during her employment with the Company,
knowledge of Confidential Information, customer relationships, know-how and
goodwill that would, in the event Executive were to become employed by or
otherwise associated with a competitor, cause irreparable harm to the Company
and its Affiliates. In consideration of the promises of the Company herein, and
to protect these and other legitimate business interests, Executive agrees to
the following independent and severable restrictions:


 


(a)                                  During the Noncompete Period, Executive
shall not directly or indirectly, as a director, officer, employee,
shareholder, investor, partner, consultant or otherwise, provide any services
in connection with the business of any person or entity who/which produces or
sells any products or services (i) that compete with those produced, sold or
offered for sale by the 


 


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Company or any Affiliate as of the Termination Date; or (ii) which,
during the twenty-four (24) months prior to the Termination Date, the Company
or an Affiliate has taken internal or external steps to sell or produce or has
materially considered, at an executive level, selling or producing (both (i) and
(ii) hereafter referred to as “Restricted Products/Services”). The geographic
scope (the “Territory”) of this covenant shall include the United States and
any other country in which the Company or an Affiliates has direct operations,
operates through a joint venture in which it has more than a nominal investment
interest or has sold or engaged in marketing of Restricted Products/Services.
Nothing in this Agreement shall prohibit Executive’s ownership of securities of
corporation that is listed on a national securities exchange or traded in the
national over-the counter market in an amount that does not exceed five percent
(5%) of the outstanding shares of any such corporation.


 


(b)                                 During the Noncompete Period, the Executive
shall not solicit any customer of the Company to whom/which is sold restricted
Products/Services during the two (2) years preceding the Terminate Date
anywhere in the territory for the purpose of selling Restricted
Products/Services to such customer.


 


(c)                                  Recognizing the specialized nature of the
business of the Company and its Affiliate, Executive acknowledges and agrees
that the duration, geographic scope and activity restrictions of this covenants
not to compete are reasonable and will not prevent him from earning a living.


 


9.                                       Solicitation of Employees. 
During the Noncompete Period, Executive shall not directly or indirectly
(a) solicit for employment with an entity other than the Company or its
Affiliates any individual who is employed by the Company or its Affiliates to
perform services for the Company (an “Employee”); (b) engage in discussions
encouraging any Employee to terminate his/her employment with the Company or
its Affiliates or engagement as an independent contractor providing services to
the Company; (c) in any way prompt any Company or Affiliate Employee or
contractor to diminish the services he/she/it provides to the Company or (d) assist
any third party with respect to any of the foregoing. Notwithstanding the
foregoing, nothing in this Section 9 shall (i) prohibit the Executive from
offering employment to, or an independent contractor relationship with, any
such person who initiates employment or independent contractor relationship
discussions with Executive’s then current employer without any direct or
indirect solicitation or involvement by Executive or (ii) during the term of
her employment with the Company, restrict Executive from encouraging any
Company or Affiliate Employee to resign or any contractor to terminate
his/her/its contractual relationship with the Company or Affiliate, or from
terminating any employee or contractor of the Company or Affiliates, provided
that such discussions are in the best interest of the Company or its
Affiliates.


 


10.                                 Rights to Inventions; Assignment.


 


(a)                                  Disclosure; Ownership. During Executive’s employment with the
Company and for a period of one (1) year thereafter, Executive shall provide
the Company with written notice of all Inventions and all work that she
performs during her employment with the Company that is in any way connected
with the business of the Company shall be work for hire. Executive agrees that
all Inventions shall be the sole and exclusive property of the Company.
Executive also agrees that all Inventions that Executive discloses to others or
attempts to 


 


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develop, sell, patent, trademark, copyright or use within one (1) year
after the last day of Executive’s employment with the Company shall be presumed
to have been conceived during the term of such employment, unless Executive can
establish clear and convincing evidence of specific facts that prove that
Executive did not conceive the Invention during the term of such employment.
Further, Executive disclaims and agrees not to assert rights in any Invention
as having been made, conceived or acquired prior to employment with the
Company.


 


(b)                                 Assignment; Cooperation. 
Executive hereby assigns to the Company all of Executive’s right, title
and interest in and to all Inventions. During Executive’s employment with the
Company and at all times thereafter, upon the request of an authorized
executive officer of the Company, Executive shall do any reasonable act and
thing to assist the Company in any way to vest in the Company all of Executive’s
right, title and interest in and to all Inventions and to obtain, defend and
enforce the Company’s rights in all Inventions including, without limitation,
agreeing to testify in any suit or other proceeding involving any Invention or
document, to review, return or sign all documents that the Company reasonably
determines to be necessary or proper, and to apply for, obtain or enforce any
patents or copyrights relating to any Invention. The Company shall compensate
Executive at a reasonable rate for time actually spent assisting the Company
with any of the foregoing after the last day of Executive’s employment with the
Company.


 


11.                                 Gross-Up.


 


(a)                                  Gross-Up Payment. 
If any portion of any Severance Payments would, in the Opinion of Tax
Counsel (as hereafter defined) be subject to the tax imposed by Section 4999 of
the Code (or any successor provision) (the “Excise Tax”), then the Company
shall pay to the Executive, no later than the 30th day following the Executive’s
consent, an additional amount (the “Gross-Up Payment”) such that the net amount
retained by the Executive, after deduction of (i) any Excise Tax; (ii) any
federal, state or local income tax, interest charges or penalties arising in
respect of the imposition of such Excise Tax; and (iii) any federal, state or
local income tax or Excise Tax imposed upon the payment provided for by this Section
11(a), necessary to place the Executive in the same after-tax financial
position that she would have been in if she had not incurred any liability for the
Excise Tax. For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
stated rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal states rates of taxation in the state and locality of the Executive’s
domicile for income tax purposes on the date the Gross-Up Payment is made, net
of the expected reduction in federal income taxes that could be obtained from
deduction of such state and local taxes.


 


(b)                                 Gross-Up Adjustments. 
As a result of the uncertainty in the application of Section 280G of the
Code at the time of the initial determinations by the Tax Counsel, it is possible
that amounts will have been paid or distributed by the Company to or for the
benefit of the Executive pursuant to this Agreement which should not have been
so paid or distributed (“Overpayment”) or that additional amounts which should
have been paid or distributed (“Underpayment”), in each case, consistent with
the calculation of the Gross-Up Payment hereunder. In the event that the Tax
Counsel, based upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Executive which the Tax Counsel believes 


 


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has a high probability of success or other controlling precedent or
substantial authority, determines that an Underpayment has been made, any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive. In the event that the Tax Counsel, based upon controlling precedent
or other substantial authority, determines that an Overpayment has occurred,
any such Overpayment paid or distributed by the Company to or for the benefit
of the Executive shall be treated for all purposes as a loan to the Executive
which the Executive shall promptly repay to the Company; provided, however,
that no amount shall be payable by the Executive to the Company if and to the
extent such payment would not reduce the amount which is subject to the Excise
Tax.


 


(c)                                  Change in Law. 
In the event that the provisions of Sections 280G and 4999 of the Code
(or any successor provisions) are repealed and not reinstated, this Section 11
shall cease to be effective on the effective date of such repeal.


 


12.                                 Definitions. 
As used in this Agreement, the following capitalized terms shall have
the meanings set forth below:


 


(a)                                  “Affiliate” means any person or
entity from time to time controlling, controlled by or under common control
with Quad/Graphics, Inc. For this purpose, the terms “controlling,” “controlled
by” or “under common control with” mean direct or indirect ownership of more
than fifty percent (50%) of the voting power of another entity. As of the date
hereof, “Affiliates” means and includes (without limitation) each of the
following entities: Parcel/Direct, Inc.; Anselmo L. Morvillo, S.A.; Plural
Editora e Grafica; Winkowski Sp. z o.o; Quad/Tech, Inc.; QuadTech Europe, Inc.;
Quad/Creative, Inc.; Duplainville Transport, Inc.; Quad/Pak, Inc.; The Quad
Technology Group, Inc.; Silver Spring Realty, Inc.; Chemical
Research/Technology Co.; Quad/West, Inc.; Quad/Med, Inc.; and Quad/Electric, Inc.


 


(b)                                 “Average Annual Cash Consideration”
shall mean an amount equal to (i) the annual Base Salary in effect on the
Termination Date plus (ii) the average annual cash performance bonus paid to
Executive pursuant to this Agreement during the three (3) year period
immediately preceding the Termination Date; provided that the amount of the
Average Annual . Cash Consideration shall not be less than Two Hundred
Twenty-Two Thousand Dollars ($222,000).


 


(c)                                  “Cause” shall mean (i) any
intentional and willful act of Executive involving fraud, embezzlement or theft
of the assets of the Company or any of its Affiliates or the assets of
customers of the Company or any of its Affiliates; (ii) gross misconduct on the
part of the Executive that is intentional and willful and that materially and
demonstrably causes serious financial injury to the Company or any of its
Affiliates; (iii) any conviction of Executive of a felony; (iv) any breach by
Executive of Section 7 that materially and demonstrably causes serious
financial injury to the Company or any of its Affiliates; (v) any breach of Section
8; or (vi) any intentional, willful and material failure of Executive to
perform Executive’s employment duties (other than any such failure resulting
from Executive’s Disability) for an extended period after the Board of
Directors of the Company delivers a written demand for performance to Executive
that specifically identifies the manner in which the Board believes that
Executive has not substantially performed Executive’s employment duties. For
purposes of this paragraph, no act or failure to act on the part of Executive
shall be considered “intentional” or “willful” unless 


 


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it is done, or omitted to be done, by Executive in bad faith and
without reasonable belief that Executive’s act or omission was in the best
interests of the Company and its Affiliates, and any act or failure to act
based upon authority given pursuant to a resolution duly adopted by the Board
or advice of counsel for the Company shall be conclusively presumed to be done,
or omitted to be done, by Executive in good faith and in the best interests of
the Company and its Affiliates.


 


(d)                                 “Change of Control” shall mean (i)
a sale, in one transaction or series of related transactions, of the Company’s stock
or Quad/Graphics Inc. Voting Trust certificates, its merger, consolidation,
reorganization or other transaction, the result of which is that voting control
sufficient to elect a majority of the Board of Directors of the Company (or its
successor) no longer resides (A) in the Quad/Graphics, Inc. Voting Trust and
any successor thereto, or (B) collectively in the family of Harry V. and Betty
Quadracci, their lineal descendants, trusts, estates, foundations and other
entities established for their benefit or effectively controlled by some or all
of them or (ii) a sale of all or substantially all of the assets of the Company
to an entity that is not controlled by one or more of the entities described in
(A) or (B) above.


 


(e)                                  “Code” means the Internal Revenue
Code of 1986, including any amendments or successor provisions or tax codes
thereof.


 


(f)                                    “Confidential Information” shall
mean all ideas, information, knowledge and discoveries, whether or not
patentable, trademarkable or copyrightable, that are not generally known in the
trade or industry and about which Executive has knowledge as a result of
Executive’s employment with the Company or other relationship with any of the
Company’s Affiliates, including, without limitation, the Company’s or any
Affiliate’s product specifications, methods, equipment, technology, patents,
know-how, inventions, improvements, designs, business plans, marketing plans,
budget, cost and pricing information, employee compensation information,
employee performance evaluations and employment related personnel information,
internal memoranda, development programs, sale methods, customer lists,
customer usages and requirements, computer programs, trade secrets and other
confidential technical or business information and data. Confidential
Information shall not include such information that Executive can demonstrate
by clear and convincing evidence: (i) at the time of disclosure by the Company
or any of its Affiliates to Executive, was published or known publicly or
otherwise was in the public domain; or (ii) after disclosure by the Company or
any of its Affiliates to Executive and other than as a result of breach of
Executive’s obligations under this Agreement, becomes published or publicly
known or otherwise becomes part of the public domain.


 


(g)                                 “Disability” shall mean Executive
having become incapable of performing Executive’s customary employment duties
on a substantial full-time basis with reasonable accommodation; provided that
two (2) physicians licensed to practice in Wisconsin each certify to the
Company in writing as to such incapacity and the date of its onset. Such
physicians shall be mutually agreed to by the Company and the Executive;
provided that if the Company and the Executive cannot agree on the identity of
such physicians, such physicians shall be selected by the Chief of Staff of the
Medical College of Wisconsin. The Company shall be responsible for the fees of
such physicians and any tests or procedures undertaken at the direction of such
physicians.


 


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(h)                                 “Good Reason” shall mean (i) any
material breach of this Agreement by the Company; (ii) other than for
Cause, any reduction in Executive’s salary or any reduction by the Company in
Executive’s performance bonus or other incentive compensation potential (other
than any change in either that applies to substantially all other executive
officers of the Company who are entitled to such benefits), provided that such
reduction shall constitute Good Reason if the Executive’s salary is reduced
below the amount set forth in Section 3(a) above; and (iii) other
than for Cause, any material change, without the prior written consent of
Executive, in Executive’s conditions of employment with the Company from such
conditions of employment in effect as of the date hereof, including, without
limitation, (A) any material reduction in the nature or scope of Executive’s
title, authority, powers, functions, duties, reporting requirements or
responsibilities as the President of Quad/Creative and Publisher of Milwaukee
Magazine, and (B) any requirement by the Company that Executive be based
at any office or location that is not within a sixty (60) mile radius of
Sussex, Wisconsin, except for travel reasonably required in the performance of
Executive’s responsibilities and consistent with past practice.


 


(i)                                     “Noncompete Period” shall mean the
period commencing on the date of this Agreement and ending on the date that is
two (2) years after the last day of the Executive’s employment with the
Company.


 


(j)                                     “Tax Counsel” shall mean a
nationally recognized tax counsel selected by the Company’s independent
auditors and acceptable to the Executive in the Executive’s sole discretion.


 


(k)                                  “Opinion of Tax Counsel” shall
mean an opinion of the Tax Counsel (which need not be unqualified) which sets
forth (A) the “base amount” within the meaning of Section 280G of the
Code; (B) the aggregate present value of the payments in the nature of
compensation to the Executive as prescribed in Section 280G(b)(2)(A)(ii) of
the Code; and (C) the amount and present value of any “excess parachute
payment” within the meaning of Section 280G(b)(1) of the Code,
unless, in the reasonable opinion of the Tax Counsel, such excess parachute
payments represent reasonable compensation for services actually rendered within
the meaning of Section 280G(b)(4)(B) of the Code, or are not
otherwise subject to the Excise Tax. For purposes of such opinion, the value of
any non-cash benefits or any deferred payment or benefit shall be determined by
Tax Counsel in accordance with the principles of Section 280G of the Code,
which determination and the method of its determination shall be evidenced in a
certificate of such Tax Counsel addressed to the Company and the Executive. In
providing the opinion or determining the value of any non-cash benefit or
deferred payment or benefit, Tax Counsel may rely on the advice of a firm of
recognized executive compensation consultants, appraisers, actuaries, or
accountants, as to the value or reasonableness of any item of compensation to
be received by the Executive. The Opinion of Tax Counsel shall be dated as of
the date of termination of the Executive’s employment and addressed to the
Company and the Executive and shall be binding upon the Company and the
Executive.


 


(l)                                     “Inventions” shall mean all
designs, discoveries, improvements, ideas and works of authorship, whether or
not patentable, trademarkable or copyrightable, including, without limitation,
any novel or improved products, software, computer programs, processes,
machines, promotional and advertising materials, data processing systems,
circuits, mask works, flowcharts, algorithms, drawings, blue prints, schematics
and other manufacturing and sales 


 


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techniques, that either (i) relate to (A) the business of the
Company or any of its Affiliates or (B) the actual or demonstrably
anticipated research or development of the Company or any of its Affiliates, or
(ii) result from any work performed by Executive for the Company or any of
its Affiliates.


 


(m)                               “Severance Payments” means any
payments or benefits received or to be received by the Executive from the
Company (whether payable pursuant to the terms of this Agreement, or any other
plan, agreement or arrangement with the Company or any corporation affiliated
with the Company within the meaning of Section 1504 of the Code).


 


13.                                 Miscellaneous.


 


(a)                                  Resolution of Disputes. 
Any dispute, controversy or claim arising out of or relating to this
Agreement, including the breach of this Agreement, or to the employment of
Executive, including termination of such employment, shall be adjudicated by a
federal or state court of competent jurisdiction located in the State of
Wisconsin. The parties hereby consent to personal and subject matter jurisdiction
and venue in any such court.


 


(b)                                 Enforcement of Sections 7, 8, 9 and 10. 
Recognizing that compliance with the provisions of Sections 7, 8, 9 and
10 is necessary to protect the goodwill and other proprietary interests of the
Company and its Affiliates and that any breach of Executive’s agreements
thereunder will result in irreparable and continuing injury to the Company and
its Affiliates for which there will be no adequate remedy at law, Executive
hereby agrees that, in the event of any such breach, the Company shall be
entitled to injunctive relief and such other and further relief, including,
without limitation, damages, as may be proper. In addition, Executive
recognizes that payments to Executive under Section 6 of this Agreement
are contingent on compliance with the terms of Sections 7, 8, 9 and 10 and such
payments may be terminated or withheld if Executive fails to comply with such
terms.


 


(c)                                  Severability. 
In the event a court of competent jurisdiction determines that the
provisions of this Agreement are illegal or excessively broad, the parties
expressly agree that this Agreement shall be construed so that the remaining
provisions shall not be affected, but shall remain in full force and effect,
and any such illegal or overbroad provisions shall be deemed, without further
action on the part of any person or entity, to be modified, amended and/or
limited to the extent necessary to render the same valid and enforceable in
such jurisdiction.


 


(d)                                 Survivability. 
Notwithstanding anything to the contrary in this Agreement, the
provisions Sections 6, 7, 8, 9 and 10 shall survive the expiration or
termination of this Agreement.


 


(e)                                  Amendment.  Except as
contemplated by Section 13(c), no provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in a writing signed by Executive and an authorized executive officer
of the Company.


 


(f)                                    No Waiver.  No waiver by
either party at any time of any breach by the other party of, or compliance with,
any condition or provision of this Agreement to be performed 


 


12

















 


by such other party shall be deemed a waiver of similar or dissimilar
conditions or provisions at the same or at any prior or subsequent time.


 


(g)                                 Entire Agreement. 
No agreements, representations or conditions, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either
party that are not expressly set forth in this Agreement. This Agreement supersedes
any prior agreements with respect to the subject matter hereof.


 


(h)                                 Governing Law. 
The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Wisconsin, excluding
conflicts of law principles.


 


(i)                                     Parties in Interest. 
This Agreement and all rights of Executive hereunder shall inure to the
benefit of and be binding upon and enforceable by Executive and Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. This Agreement and all rights of
the Company hereunder shall inure to the benefit of and be binding upon and
enforceable by the Company and the Company’s successors and assigns.


 


(j)                                     Headings.  The headings
contained herein are for reference only and, shall not affect the meaning or
interpretation of this Agreement.


 


(k)                                  Assignment of Agreement. 
This Agreement may not be assigned by either party without the prior
written consent of the other party; provided, however that the Company may
assign this Agreement to any Affiliate and to any person or entity that
acquires substantially all of the assets of the Company without the prior
written consent of Executive.


 


(l)                                     Indemnification. 
The Executive shall be indemnified by the Company against liability as
an officer and director of the Company and any Affiliate of the Company to the
maximum extend permitted by the Company’s Articles of Incorporation, By-Laws
and under applicable law. To the fullest extent permitted under the Articles of
Incorporation and By-Laws of the Company, and subject to any policies of the
Company applicable officers and directors, the Company shall advance to the
Executive payment of reasonable costs of defending against any claims covered by
the foregoing indemnification commitment. The Executive’s rights under this Section 13(1) shall
continue so long as she may be subject to such liability whether or not this
Agreement may have terminated prior thereto.


 


(m)                               Expenses.  The Company
shall pay all reasonable attorneys’, accountants’ and other advisors’ fees and
expenses incurred by the Executive solely in connection with the negotiation
and preparation of this Agreement, subject to a limit of $25,000.


 


[The next page is
the signature page.]


 


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IN
WITNESS WHEREOF,
the parties have executed this Employment Agreement as of the day and year
first above written.


 


	
   

  	
  QUAD/GRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas A. Quadracci

  
	
   

  	
   

  	
  Thomas A. Quadracci

  
	
   

  	
   

  	
  Chief Executive officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Elizabeth E.
  Quadracci

  
	
   

  	
   

  	
  Elizabeth E.
  Quadracci

  



 


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