RESTRICTED STOCK AGREEMENT VERTIS HOLDINGS, INC. 1999 EQUITY AWARD PLAN GRANTEE: JOHN V. HOWARD, JR. NO. OF SHARES: 30,000Restricted Stock Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • New York
This Agreement (the “Agreement”), approved by Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”), evidences the award of 30,000 restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Vertis Holdings, Inc., a Delaware corporation (the “Company”), granted to you, John V. Howard, Jr., effective as of March 6, 2006 (the “Grant Date”), pursuant to the Vertis Holdings, Inc. 1999 Equity Award Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
VERTIS, INC., as Issuer, the Guarantors named herein and THE BANK OF NEW YORK, as TrusteeIndenture • May 15th, 2006 • Vertis Inc • Services-advertising agencies • New York
INDENTURE dated as of February 28, 2003, among VERTIS, INC., a corporation duly organized and existing under the laws of the State of Delaware, as issuer (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November 24, 1999, by and among Big Flower Holdings Inc., a Delaware corporation (the “Company,” which term shall, in the context of employment with the Company, also refer to any subsidiaries thereof), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Purchaser”), who is presently an officer, member of management or key employee of the Company.
AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENTManagement Subscription Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
This AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 31, 2003, by and among Vertis Holdings, Inc., formerly known as Big Flower Holdings Inc., a Delaware corporation (the “Company”), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Executive”), who is presently an officer, member of management or key employee of the Company.
March 29, 2006Letter Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies
This letter (the “Letter Agreement”) confirms our legally binding agreement concerning your amicable change of position to Non-Executive Chairman from Chairman and Chief Executive Officer of Vertis Holdings, Inc. and Vertis, Inc. and its subsidiaries (referred to collectively as “Vertis”) for the period from March 1, 2006 to March 31, 2008, and the special benefits that are being offered to you in order to ensure a smooth transition.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RETAINED SHARE AGREEMENT ANDRetained Share Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED RETAINED SHARE AGREEMENT AND AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and among Vertis Holdings, Inc., formerly known as Big Flower Holdings Inc., a Delaware corporation (the “Company”), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Executive”), an employee and shareholder of the Company.
RETAINED SHARE AGREEMENTRetained Share Agreement • May 15th, 2006 • Vertis Inc • Services-advertising agencies • Delaware
RETAINED SHARE AGREEMENT (this “Agreement”), dated as of November 24, 1999, by and among Big Flower Holdings, Inc., a Delaware corporation (the “Company,” which term shall, in the context of employment with the Company, also refer to any direct or indirect subsidiaries thereof), Thomas H. Lee Equity Fund IV, L.P. (the “Sponsor”) and Donald E. Roland (the “Purchaser”), who is presently an officer, member of management or key employee of the Company.
