Exhibit 10.6
Confidential
AMENDMENT
OF CERTAIN QUAD/GRAPHICS, INC. STOCK OPTION
AGREEMENTS
Quad/Graphics, Inc. (the Company) has granted
options under the Quad/Graphics, Inc. 1999 Nonqualified Stock Option Plan
and the Quad/Graphics, Inc. 1990 Stock Option Plan. The Company wishes to amend all of the stock
option agreements evidencing such options that were issued prior to January 1,
2008 (collectively the Agreements or individually an Agreement). The
amendments are:
1. Change to Grant Date. With respect to any Agreement which has
a date of grant other than January 1, solely for purposes of determining
the vesting percentage and the anniversaries of the date of grant for the
exercise dates in 2 below, the date of grant is automatically converted to the
immediately preceding January 1 for any awards granted in January through
September and to the immediately following January 1 for any awards
granted in October through December.
2. Time of Exercise and Expiration. Any provisions in the Agreements that
relate to the time of exercise or expiration of the options under the
Agreements will no longer have any effect and the time of exercise and
expiration of the options under all Agreements will be handled as follows:
(i) General. The optionee
may exercise the option with respect to vested Option Shares within thirty (30)
days after the five-year (e.g., fifth (5th), tenth (10th), etc.) anniversaries
of the January 1 date of grant. However,
the optionee may defer the right to exercise the option as of any such
five-year anniversary of the date of grant until a following five-year
anniversary of the date of grant. To do
so, the optionee must deliver an irrevocable written notice of deferral more
than one year prior to such five-year anniversary. Upon delivery of such written notice, the
optionee may exercise the option with respect to vested Option Shares only
during the thirty (30) day period that begins on the five-year anniversary of
the date of grant to which the deferral applied (unless a right to exercise
arises under 2(ii), (iii) or (iv) below).
(ii) Separation from Service. The
optionee may exercise the option with respect to vested option shares within
ninety (90) days after a separation from service; provided, however, that if
the separation from service occurs after October 2nd in a calendar year,
then the optionee may not exercise the option until the next calendar year, but
in any case the option must still be exercised within ninety (90) days after
such separation from service. For this
purpose, a separation from service is a separation from service between the
optionee and the Company, as defined under the default rules of the
applicable regulations for Section 409A of the Internal Revenue Code (Code
Section 409A).
(iii) Unforeseeable Emergency. The
optionee may exercise the option with respect to the number of vested option
shares necessary to satisfy an unforeseeable