QUAD/GRAPHICS, INC. AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of April 29, 2000Voting Trust Agreement • March 5th, 2010 • Quad/Graphics, Inc. • Wisconsin
Pursuant to the power reserved in Section 6.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Trustee (the “Initial Trustee”), originally dated September 1, 1982 (the “September 1 Voting Trust Agreement”), the Initial Trustee hereby amends and restates said September 1 Voting Trust Agreement in its entirety as of the 29th day of April, 2000 as follows:
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 5th, 2010 • Quad/Graphics, Inc.
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is effective as of January 1, 20 (the “Grant Date”) between Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), and (the “Optionee”).
QUAD/GRAPHICS, INC. FIRST AMENDMENT TO AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of June 1, 2001Voting Trust Agreement • March 5th, 2010 • Quad/Graphics, Inc.
Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Trustee (the “Initial Trustee”), originally dated September 1, 1982, and Amended and Restated April 29, 2000, (the “Voting Trust Agreement”), the Initial Trustee hereby amends the Voting Trust Agreement as hereinafter provided as of the 1st day of June, 2001.
QUAD/GRAPHICS, INC. SECOND AMENDMENT TO AMENDED AND RESTATED VOTING TRUST AGREEMENT Dated as of October 15, 2004Voting Trust Agreement • March 5th, 2010 • Quad/Graphics, Inc.
Pursuant to the power reserved in Section 7.01 of the Quad/Graphics, Inc. Voting Trust Agreement between the signatories thereto, as Depositors, and Harry V. Quadracci, as Initial Trustee, originally dated September 1, 1982, Amended and Restated April 29, 2000, and Amended June 1, 2001 (the “Voting Trust Agreement”), the Trustees hereby amend the Voting Trust Agreement as of the 15th day of October 2004.
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 5th, 2010 • Quad/Graphics, Inc. • Minnesota
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made and entered into as of December 7, 2005 by and among QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation (“Quad/Tech”), DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation (“DuPlainville”), QUAD/CREATIVE, LLC., a Delaware limited liability company (“Quad/Creative”), CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin general partnership (“Chemical Partnership”), QUAD/WEST, INC., a Delaware corporation (“Quad/West”), THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation (“Quad/Technology”), QUAD/MED, LLC., a Delaware limited liability company (“Quad/Med”), QUAD/TECH EAST, INC. (f/k/a Quad/Electric, Inc.), a Wisconsin corporation (“QT East”), SILVER SPRING REALTY, INC., a Wisconsin corporation (“Silver Spring”), P-DIRECT, LLC (f/k/a Parcel/Direct, Inc.), a Wisconsin limited liability company (“Parcel/Direct”), GRAPHIC SERVICES, INC., a Delaware corporation (“Graphic Servi
QUAD/GRAPHICS, INC. QUAD/TECH, INC. QUAD/TECH EUROPE, INC. QUAD/CREATIVE, INC. DUPLAINVILLE TRANSPORT, INC. QUAD/CARE, INC. QUAD/MARKETING, INC. QUAD/PAK, INC. THE QUAD TECHNOLOGY GROUP, INC. SILVER SPRING REALTY, INC. CHEMICAL RESEARCH/TECHNOLOGY CO....Note Agreement • March 5th, 2010 • Quad/Graphics, Inc. • Wisconsin
QUAD/GRAPHICS, INC., a Wisconsin corporation (the “Company”), QUAD/TECH, INC., a Wisconsin corporation, QUAD/TECH EUROPE, INC., a Delaware corporation, QUAD/CREATIVE, INC., a Wisconsin corporation, DUPLAINVILLE TRANSPORT, INC., a Wisconsin corporation, QUAD/CARE, INC., a Wisconsin corporation, QUAD/MARKETING, INC., a Wisconsin corporation, QUAD/PAK, INC., a Wisconsin corporation, THE QUAD TECHNOLOGY GROUP, INC., a Wisconsin corporation, SILVER SPRING REALTY, INC., a Wisconsin corporation, CHEMICAL RESEARCH/TECHNOLOGY CO., a Wisconsin corporation, QUAD/WEST, INC., a Delaware corporation, and QUAD/MED, INC., a Wisconsin corporation.(each, including the Company and each other entity which becomes an Obligor (as defined in the Note Agreement) from time to time, an “Obligor” and collectively, the “Obligors”), for value received, hereby promise, jointly and severally, to pay to
QUAD/GRAPHICS, INC. EXECUTIVE SALARY CONTINUATION PLANExecutive Salary Continuation Plan • March 5th, 2010 • Quad/Graphics, Inc.
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”).
