Exhibit 10.5
AMENDMENT OF ALL STOCK OPTION AGREEMENTS
OUTSTANDING ON DECEMBER 31, 2005
Quad/Graphics, Inc. (the Company) has granted options evidenced by written stock option agreements pursuant to the Quad/Graphics, Inc. 1999 Nonqualified Stock Option Plan, the Quad/Graphics, Inc. 1990 Stock Option Plan, and the Quad/Graphics, Inc. 1983 Stock Option Plan. On December 16, 2005, the Board of Directors of the Company adopted this amendment to all such stock option agreements which were outstanding on that day (such stock option agreements hereinafter referred to as the Agreements or individually an Agreement). Pursuant to the terms of such Agreements written consent of the optionee is necessary for the amendments to be effective with respect to a particular Agreement. An express condition of the Board of Directors action is that any such written consent, in the form acceptable to the Company, be received by the Chief Financial Officer of the Company no later than December 31, 2005. The amendments shall not apply to any Agreement for which such consent is not timely received.
Subject to the written consent requirement, the Agreements are amended as follows:
a. For grants on October 29, 2003, the fair market value as of the date of grant is $32;
b. For grants on December 20, 2002, the fair market value as of the date of grant is $32; and
c. For grants on August 6, 2002, the fair market value as of the date of grant is $29.75.
If the Company exercises its option to purchase the Call Shares and the Call Shares consist of an undivided fractional interest in the Purchased Shares, the optionee or transferee shall have the right to equitably partition the Call Shares.