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Wisconsin
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001-34806
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39-1152983
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01
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Financial Statements and Exhibits
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(10.1)
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Form of Performance Share Award Agreement under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan.
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(10.2)
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Form of Performance Unit Award Agreement under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan.
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QUAD/GRAPHICS, INC.
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Dated:
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December 19, 2012
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By:
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/s/ Andrew R. Schiesl
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Andrew R. Schiesl
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Vice President, General Counsel and Secretary
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Exhibit Number
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(10.1)
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Form of Performance Share Award Agreement under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan
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(10.2)
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Form of Performance Unit Award Agreement under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan
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Grant Date:
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____________________, 20__
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Performance Period:
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____________________, 20__ through ____________________, 20__
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Number of Shares Subject to Award (the "Shares"):
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Target: ____________________ (the "Target Shares")
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Vesting or Forfeiture of Shares:
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You will be granted the Target Shares on the Grant Date. The Target Shares will be earned or forfeited, and additional Shares up to the maximum set forth above may be granted at the end of the Performance Period, as follows:
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•
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All of the Target Shares will be forfeited, and no additional Shares will be granted, if the performance level for each Performance Criteria is below the threshold set forth in the accompanying cover letter at the end of the Performance Period.
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•
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The Target Shares will be earned in full if all of the Performance Criteria, as set forth in the accompanying cover letter, are achieved at or above the target level set forth in the cover letter (“Target Performance”) at the end of the Performance Period. In addition, you will be eligible to be granted additional Shares, up to the maximum set forth above, as determined by the Committee in its sole discretion, based on the Company's achievement of the Performance Criteria set forth in the accompanying cover letter.
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•
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For all other performance levels, the Committee will determine in its sole discretion the number of Target Shares that will be earned, if any, the number of Target Shares that will be forfeited, if any, and the number of additional Shares, if any, that will be granted, up to the maximum set forth above.
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Change in Control:
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Effective upon a Change in Control (as defined below), if you are employed by or in service with the Company or an Affiliate immediately prior to the date of such Change in Control, the Target Shares will fully vest immediately, and the remainder of this Award will be cancelled in full.
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Issuance by Certificate or Book Entry:
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As soon as practicable after the Compensation Subcommittee has certified the Company's achievement of the Performance Criteria after the end of the Performance Period, the Company will issue your earned and vested Shares in your name in certificated form or by book entry; provided that such certification and issuance shall occur not later than the 15
th
day of the second month after the end of the Performance Period.
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Transferability of Shares:
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By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
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Dividends and Dividend Equivalents:
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While the Target Shares are subject to forfeiture, you will be credited with all dividends and other distributions paid with respect to the Target Shares so long as the applicable record date occurs before you forfeit the Target Shares; provided that any such dividends and other distributions will be held in the custody of the Company and will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award that apply to the Target Shares with respect to which such distributions were made. All such dividends or other distributions shall be paid to you within 45 days following the full vesting of the Target Shares with respect to which such distributions were made.
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Voting:
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In consideration for your receipt of the Shares subject to this Award, you hereby grant to the Secretary of the Company an irrevocable proxy, coupled with an interest, to vote all of your unvested Target Shares until such time as they become vested or forfeited. You will have no voting rights with respect to the number of Shares subject to this Award in excess of the Target Shares until such Shares have been granted and become fully vested.
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Market Stand-Off:
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In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
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Tax Withholding:
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To the extent that the vesting or receipt of the Shares, or the payment of dividends or dividend equivalents thereon, results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such receipt, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the Company has the right and authority to deduct or withhold from any compensation payable to you, including compensation due under this Award, an amount sufficient to satisfy its withholding obligations. You may satisfy the withholding requirement, in whole or in part, by electing to have the Company withhold for its own account that number of Shares otherwise deliverable to you having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold. Your election must be irrevocable, in writing, and submitted to the Secretary of the Company before the date the Shares are distributed. The Fair Market Value of any fractional Share not used to satisfy the withholding obligation (as determined on the date the tax is determined) will be paid to you in cash.
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Recoupment:
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If the Committee determines that recoupment of incentive compensation paid to you pursuant to this Award is required under any law or any recoupment policy of the Company, then this Award will terminate immediately on the date of such determination to the extent required by such law or recoupment policy and the Committee may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you any amount owed by you hereunder.
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Miscellaneous:
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As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive.
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By:
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[Name of Authorized Officer]
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Recipient
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Date:
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Grant Date:
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____________________, 20__
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Performance Period:
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____________________, 20__ through ____________________, 20__
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Number of Performance Units (the "Units"):
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Target: ____________________ (the "Target Units")
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Vesting or Forfeiture of Units:
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You will be granted the Target Units on the Grant Date. The Target Units will be earned or forfeited, and additional Units up to the maximum set forth above may be granted at the end of the Performance Period, as follows:
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•
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All of the Target Units will be forfeited, and no additional Units will be granted, if the performance level for each Performance Criteria is below the threshold set forth in the accompanying cover letter at the end of the Performance Period.
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•
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The Target Units will be earned in full if all of the Performance Criteria, as set forth in the accompanying cover letter, are achieved at or above the target level set forth in the cover letter (“Target Performance”) at the end of the Performance Period. In addition, you will be eligible to be granted additional Units, up to the maximum set forth above, as determined by the Committee in its sole discretion, based on the Company's achievement of the Performance Criteria set forth in the accompanying cover letter.
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•
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For all other performance levels, the Committee will determine in its sole discretion the number of Target Units that will be earned, if any, the number of Target Units that will be forfeited, if any, and the number of additional Units, if any, that will be granted, up to the maximum set forth above.
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Change in Control:
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Effective upon a Change in Control (as defined below), if you are employed by or in service with the Company or an Affiliate immediately prior to the date of such Change in Control, the Target Units will fully vest immediately, and the remainder of this Award will be cancelled in full.
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Settlement of Units:
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As soon as practicable after the Compensation Subcommittee has certified the Company's achievement of the Performance Criteria after the end of the Performance Period, the Company will settle your Units by electing to (i) issue in your name certificate(s) or make an appropriate book entry for a number of Shares equal to the number of Units that have been earned; (ii) deliver an amount of cash equal to the Fair Market Value, determined as of the payment date, of a number of Shares equal to the number of Units that have been earned; or (iii) a combination thereof; provided that such certification and issuance or payment shall occur not later than the 15
th
day of the second month after the end of the Performance Period.
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Transferability of Shares:
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By accepting this Award, you agree not to sell any Shares acquired under this Award at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale.
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Dividends and Dividend Equivalents:
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You will be credited with dividend equivalents equal to the amount of any dividends or other distributions paid with respect to the number of Shares subject to this Award, so long as the applicable record date occurs before you forfeit your rights to the Units. Any such dividend equivalents will be subject to forfeiture if the Units are not earned and will be paid to you within 45 days following the date the Units are earned.
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Voting:
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You will have no voting rights with respect to the Units or the number of Shares subject to this Award until such Shares have become fully earned.
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Market Stand-Off:
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In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days.
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Tax Withholding:
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To the extent that the vesting, receipt or payment of the Units, or the payment of dividend equivalents thereon, results in income to you for Federal, state or local income tax purposes, you shall deliver to the Company at the time the Company is obligated to withhold taxes in connection with such vesting, receipt or payment, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations, and if you fail to do so, the
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Recoupment:
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If the Committee determines that recoupment of incentive compensation paid to you pursuant to this Award is required under any law or any recoupment policy of the Company, then this Award will terminate immediately on the date of such determination to the extent required by such law or recoupment policy and the Committee may recoup any such incentive compensation in accordance with such recoupment policy or as required by law. The Company shall have the right to offset against any other amounts due from the Company to you any amount owed by you hereunder.
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Miscellaneous:
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As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive.
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By:
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[Name of Authorized Officer]
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Recipient
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Date:
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