Exhibit 10.3







Exhibit 10.3




SCHAWK, INC.




1991 OUTSIDE DIRECTORS’ FORMULA STOCK OPTION PLAN

(as amended)




     1. The Purpose of the Plan. The purpose of the 1991 Outside Directors Formula Stock
Option Plan (the “Plan”) is to promote the interests of Schawk, Inc. (the “Company”) and its
subsidiaries by providing an incentive for Outside Directors (as defined herein) to join and remain
on the Board of Directors of the Company.



     2. Eligibility For Participation. Awards under the Plan shall be made to each Outside
Director of the Company in the form of a nonqualified stock option to acquire shares of the
Company’s Class A Common Stock. An “Outside Director” shall be deemed to be any Director who is
not an employee of the Company provided, however, that serving in the capacity as any officer of
the Company shall not constitute an Outside Director as being an employee of the Company provided
that such Director receives no compensation for acting in the capacity of an officer.



     3. Awards Under The Plan. Commencing with the annual grant to be made in connection
with the election of Directors at the 2008 Annual Meeting of Stockholders of the Company, each
Outside Director shall receive a nonstatutory stock option to purchase 2,500 Class A Common Stock
upon his or her election or appointment and any subsequent reelection as a Director of the Company.
The exercise price of any option issued hereunder shall be equal to the current market value of
the Class A Common Stock on the date of election or re-election as a Director. The option shall be
exercisable for a term of 10 years from the date of grant. The option shall not be contingent on
continued Board service and shall remain exercisable following resignation or removal from the
Board.



     4. Non-Assignability. No option granted under the Plan shall be assignable or
transferrable, other than by will or by the laws of descent and distribution.



     5. Adjustments Upon Changes and Capitalization. The number of shares of Class A
Common Stock with respect to which stock options shall be granted under the Plan and the option
exercise price shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Class A Common Stock resulting from the subdivision or combination of shares of
Class A Common Stock or other capital adjustments, or the payment of a stock dividend after the
effective date of the Plan. Adjustments under this section shall be made by the Board’s
determination as to what adjustments shall be made, and the extent thereof, and shall be final
binding and conclusive.



     6. Death. If an Outside Director dies, the option may be exercised by the executor,
administrator, or personal representative of the deceased Outside Director through a period to be
determined by the Board of Directors of the Company, but not to exceed the date on which the option
expires or six months after the death of such Outside Director, whichever is earlier.



 









 





     7. Effective Date and Term of Plan. The effective date of the Plan is May 16, 2001.
The Plan shall terminate 10 years after such date, unless earlier terminated or extended by the
Board of Directors, and no award shall thereafter be made under the Plan. Notwithstanding the
foregoing, all awards made under the Plan prior to such date shall remain in effect until such
awards shall be satisfied or terminated in accordance with the terms and provisions of the Plan.



     8. Amendment. The Board of Directors may from time to time amend the Plan in any
respect whatsoever, except that no such amendment shall be made without the approval of the holders
of a majority of the outstanding shares of Class A Common Stock of the Company if such amendment
would increase the benefits to be provided under the Plan.



     9. Vesting Schedule. Options granted under the Plan shall vest in one-third
increments on the date of grant and on the first and second anniversaries of the date of grant.



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