Exhibit 10.17


 


QUAD/GRAPHICS, INC.


2010 OMNIBUS INCENTIVE PLAN


 


1.                                      Purposes,
History and Effective Date.


 


(a)                                  Purpose. The
Quad/Graphics, Inc. 2010 Omnibus Incentive Plan has two complementary
purposes:  (i) to attract and retain
outstanding individuals to serve as officers, directors, employees and
consultants and (ii) to increase shareholder value. The Plan will provide
participants incentives to increase shareholder value by offering the
opportunity to acquire shares of the Company’s Class A Common Stock,
receive monetary payments based on the value of such common stock, or receive
other incentive compensation, on the potentially favorable terms that this Plan
provides.


 


(b)                                 Effective
Date. This Plan will become effective, and Awards may be granted under this
Plan, on and after the Effective Date. This Plan will terminate as provided in Section 15.


 


2.                                      Definitions. Capitalized
terms used in this Plan have the following meanings:


 


(a)                                  “Affiliate” has
the meaning ascribed to such term in Rule 12b-2 under the Exchange Act or
any successor rule or regulation thereto.


 


(b)                                 “Award” means a
grant of Options, Stock Appreciation Rights, Performance Shares, Performance
Units, Shares, Restricted Stock, Restricted Stock Units, Incentive Awards or
any other type of award permitted under this Plan.  Any Award granted under this Plan shall be
provided or made in such manner and at such time as complies with the
applicable requirements of Code Section 409A to avoid a plan failure
described in Code Section 409A(a)(1), including, without limitation,
deferring payment to a specified employee or until a specified distribution
event, as provided in Code Section 409A(a)(2).


 


(c)                                  “Board” means
the Board of Directors of the Company.


 


(d)                                 “Code” means
the Internal Revenue Code of 1986, as amended. Any reference to a specific
provision of the Code includes any successor provision and the regulations
promulgated under such provision.


 


(e)                                  “Committee”
means the Compensation Committee of the Board (or a successor committee with
the same or similar authority).


 


(f)                                    “Company” means
Quad/Graphics, Inc., a Wisconsin corporation, or any successor thereto.


 


(g)                                 “Director”
means a member of the Board, and “Non-Employee Director” means a Director who
is not an employee of the Company or its Subsidiaries.


 


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(h)                                 “Effective Date”
means the date the Company’s shareholders approve this Plan.


 


(i)                                     “Exchange Act”
means the Securities Exchange Act of 1934, as amended. Any reference to a
specific provision of the Exchange Act includes any successor provision and the
regulations and rules promulgated under such provision.


 


(j)                                     “Fair Market
Value” means, per Share on a particular date, the closing sales price on such
date on the national securities exchange on which the Stock is then traded, as
reported in The Wall Street Journal or other online sources, or if no sales of
Stock occur on the date in question, on the last preceding date on which there
was a sale on such exchange. If the Shares are not listed on a national
securities exchange, but are traded in an over-the-counter market, the last
sales price (or, if there is no last sales price reported, the average of the
closing bid and asked prices) for the Shares on the particular date, or on the
last preceding date on which there was a sale of Shares on that market, will be
used.  If the Shares are neither listed
on a national securities exchange nor traded in an over-the-counter market, the
price determined by the Committee, in its discretion, will be used. Notwithstanding
the foregoing, in the case of the sale of Shares, the actual sale price shall
be the Fair Market Value of such Shares.


 


(k)                                  “Incentive
Award” means the right to receive a cash payment to the extent Performance
Goals are achieved, and shall include “Annual Incentive Awards” as described in
Section 10 and “Long-Term Incentive Awards” as described in Section 11.


 


(l)                                     “Option” means
the right to purchase Shares at a stated price for a specified period of time.


 


(m)                               “Participant”
means an individual selected by the Committee to receive an Award.


 


(n)                                 “Performance
Goals” means any goals the Committee establishes that relate to one or more of
the following with respect to the Company or any one or more Subsidiaries,
Affiliates or other business units: net earnings; net earnings attributable to
common shareholders; operating income; income from continuing operations; net
sales; cost of sales; gross income; earnings (including before taxes, and/or
interest and/or depreciation and amortization); net earnings per share
(including diluted earnings per share); price per share; cash flow; net cash
provided by operating activities; net cash provided by operating activities
less net cash used in investing activities; net operating profit; pre-tax
profit; ratio of debt to debt plus equity; return on shareholder equity; total
shareholder return; return on capital; return on assets; return on equity;
return on investment; return on revenues; operating working capital; working
capital as a percentage of net sales; cost of capital; average accounts
receivable; economic value added; performance value added; customer
satisfaction; customer loyalty and/or retention; employee safety; employee
engagement; market share; system reliability; cost structure reduction; regulatory
outcomes; diversity; cost savings; operating goals; 


 


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operating
margin; profit margin; sales performance;  internal sales
growth; and synergy savings. As to each Performance Goal, the relevant
measurement of performance shall be computed in accordance with generally
accepted accounting principles, but, unless otherwise determined by the
Committee and to the extent consistent with Code Section 162(m), will
exclude the effects of the following, if the amount is over $500,000 in the
aggregate:  (i) charges for
reorganizing and restructuring, (ii) discontinued operations, (iii) asset
write-downs, (iv) gains or losses on the disposition of a business, (v) mergers,
acquisitions or dispositions, and (vi) extraordinary, unusual and/or
non-recurring items of gain or loss, that in all of the foregoing the Company
identifies in its audited financial statements, including footnotes, or the
Management’s Discussion and Analysis section of the Company’s annual report.
Also, the Committee may, to the extent consistent with Code Section 162(m),
appropriately adjust any evaluation of performance under a Performance Goal to
exclude any of the following events that occurs during a performance period: (i) litigation,
claims, judgments or settlements; (ii) the effects of changes in other
laws or regulations affecting reported results; and (iii) changes in tax
or accounting principles, regulations or laws. In addition, in the case of
Awards that the Committee determines at the date of grant will not be
considered “performance-based compensation” under Code Section 162(m), the
Committee may establish other Performance Goals not listed in this Plan. Where
applicable, the Performance Goals may be expressed, without limitation, in
terms of attaining a specified level of the particular criterion or the
attainment of an increase or decrease (expressed as absolute numbers or a
percentage) in the particular criterion or achievement in relation to a peer
group or other index. The Performance Goals may include a threshold level of
performance below which no payment will be made (or no vesting will occur),
levels of performance at which specified payments will be paid (or specified
vesting will occur), and a maximum level of performance above which no
additional payment will be made (or at which full vesting will occur).


 


(o)                                 “Performance
Shares” means the right to receive Shares to the extent Performance Goals are
achieved.


 


(p)                                 “Performance
Units” means the right to receive cash and/or Shares valued in relation to a
unit that has a designated dollar value or the value of which is equal to the
Fair Market Value of one or more Shares, to the extent Performance Goals are
achieved.


 


(q)                                 “Person” has
the meaning given in Section 3(a)(9) of the Exchange Act, as modified
and used in Sections 13(d) and 14(d) thereof.


 


(r)                                    “Plan” means
this Quad/Graphics, Inc. 2010 Omnibus Incentive Plan, as may be amended
from time to time.


 


(s)                                  “Restricted
Stock” means Shares that are subject to a risk of forfeiture and/or
restrictions on transfer, which may lapse upon the achievement or partial
achievement of Performance Goals and/or upon the completion of a period of
service.


 


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(t)                                    “Restricted
Stock Unit” means the right to receive cash and/or Shares the value of which is
equal to the Fair Market Value of one Share.


 


(u)                                 “Rule 16b-3”
means Rule 16b-3 as promulgated by the United States Securities and
Exchange Commission under the Exchange Act.


 


(v)                                 “Stock
Appreciation Right” means the right to receive a payment based on the amount by
which the Fair Market Value of a Share on the date of exercise exceeds the
grant price, all as determined pursuant to Section 8.


 


(w)                               “Section 16
Participants” means Participants who are subject to the provisions of Section 16
of the Exchange Act.


 


(x)                                   “Share” means a
share of Stock.


 


(y)                                 “Stock” means
the Class A Common Stock of the Company, $.025 par value per share.


 


(z)                                   “Subsidiary”
means any corporation, limited liability company or other limited liability
entity in an unbroken chain of entities beginning with the Company if each of
the entities (other than the last entities in the chain) owns the stock or
equity interest possessing more than fifty percent (50%) of the total combined
voting power of all classes of stock or other equity interests in one of the
other entities in the chain.


 


3.                                      Administration.


 


(a)                                  Committee
Administration.  In addition
to the authority specifically granted to the Committee in this Plan, the
Committee has full discretionary authority to administer this Plan, including
but not limited to the authority to (i) interpret the provisions of this
Plan, (ii) prescribe, amend and rescind rules and regulations
relating to this Plan, (iii) correct any defect, supply any omission, or
reconcile any inconsistency in any Award or agreement covering an Award in the
manner and to the extent it deems desirable to carry this Plan into effect and (iv) make
all other determinations necessary or advisable for the administration of this
Plan.  All Committee determinations shall
be made in the sole discretion of the Committee and are final and binding on
all interested parties.


 


(b)                                 Delegation
to Other Committees or Officers. To the extent applicable
law permits, the Board may delegate to another committee of the Board, or the
Committee may delegate to one or more officers of the Company, any or all of
the authority and responsibility of the Committee; provided, however, that no
such delegation is permitted with respect to Awards made to Section 16
Participants at the time any such delegated authority or responsibility is
exercised unless the delegation is to another committee of the Board consisting
entirely of Non-Employee Directors and does not relate to awards intended to
qualify as performance-based compensation under Code Section 162(m).  If 


 


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the
Board has made such a delegation, then all references to the Committee in this
Plan include such other committee or one or more officers to the extent of such
delegation.


 


(c)                                  Indemnification. The Company
will indemnify and hold harmless each member of the Board and the Committee,
and each officer or member of any other committee to whom a delegation under Section 3(b) has
been made, as to any acts or omissions, or determination made, with respect to
this Plan or any Award to the maximum extent that the law and the Company’s
by-laws permit.


 


4.                                      Eligibility.


 


The
Committee may designate any of the following as a Participant from time to
time: any officer or other employee of the Company or its Affiliates, an
individual that the Company or an Affiliate has engaged to become an officer or
employee, a consultant who provides services to the Company or its Affiliates,
or a Director, including a Non-Employee Director. The Committee’s designation
of a Participant in any year will not require the Committee to designate such
person to receive an Award in any other year. The Committee’s granting of a
particular type of Award to a Participant will not require the Committee to
grant any other type of Award to such individual.


 


5.                                      Types
of Awards.


 


Subject
to the terms of this Plan, the Committee may grant any type of Award to any
Participant it selects, but only employees of the Company or a Subsidiary may receive
grants of incentive stock options within the meaning of Code Section 422.  Awards may be granted alone or in addition
to, in tandem with, or in substitution for any other Award (or any other award
granted under another plan of the Company or any Affiliate).


 


6.                                      Shares
Reserved under this Plan.


 


(a)                                  Plan
Reserve. Subject to adjustment as provided in Section 17,
an aggregate of 2,300,000 Shares are reserved for issuance under this Plan;
provided that only 500,000 shares may be issued pursuant to the exercise of
incentive stock options. The Shares reserved for issuance may be either
authorized and unissued Shares or Shares reacquired at any time and now or
hereafter held as treasury stock.


 


(b)                                 Replenishment
of Shares Under this Plan. If (i) an Award lapses,
expires, terminates or is cancelled without the issuance of Shares under, or
the payment of other compensation with respect to Shares covered by, the Award
(whether due currently or on a deferred basis), (ii) it is determined
during or at the conclusion of the term of an Award that all or some portion of
the Shares with respect to which the Award was granted will not be issuable, or
that other compensation with respect to Shares covered by the Award will not be
payable, (iii) Shares are forfeited under an Award, or (iv) Shares
are issued under any Award and the Company subsequently reacquires them
pursuant to rights reserved upon the issuance of the Shares, then such Shares
shall be recredited to the 


 


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Plan’s
reserve and may again be used for new Awards under this Plan.  Notwithstanding the foregoing, in no event
shall the following Shares be recredited to the Plan’s reserve: (i) Shares
purchased by the Company using proceeds from Option exercises; (ii) Shares
tendered or withheld in payment of the exercise price of an Option; and (iii) Shares
tendered or withheld to satisfy federal, state or local tax withholding
obligations.


 


(c)                                  Participant
Limitations. Subject to adjustment as provided in Section 17,
no Participant may be granted Awards that could result in such Participant:


 


(i) 
receiving Options or Stock Appreciation Rights for more than 750,000 Shares
during any fiscal year of the Company;


 


(ii) 
receiving Awards of Restricted Stock and/or Restricted Stock Units with an
aggregate Fair Market Value of more than $10,000,000, determined as of the date
of grant, during any fiscal year of the Company;


 


(iii) 
receiving, with respect to an Award of Performance Shares and/or an Award of
Performance Units the value of which is based on the Fair Market Value of a
Share, payment of more than $10,000,000 in respect of any fiscal year of the
Company;


 


(iv) 
receiving, with respect to an Annual Incentive Award in respect of any fiscal
year of the Company, a cash payment of more than $8,000,000;


 


(v) 
receiving, with respect to a Long-Term Incentive Award and/or an Award of
Performance Units the value of which is not based on the Fair Market Value of a
Share, a cash payment of more than $10,000,000 in respect of any given fiscal
year of the Company; or


 


(vi) 
receiving other Stock-based Awards pursuant to Section 12 with an
aggregate Fair Market Value of more than $10,000,000, determined as of the date
of grant, during any fiscal year of the Company.


 


In
all cases, determinations under this Section 6(c) should be made in a
manner that is consistent with the exemption for performance-based compensation
that Code Section 162(m) provides.


 


7.                                      Options.


 


Subject
to the terms of this Plan, the Committee will determine all terms and
conditions of each Option, including but not limited to: (a) whether the
Option is an “incentive stock option” which meets the requirements of Code Section 422,
or a “nonqualified stock option” which does not meet the requirements of Code Section 422;
(b) the grant date, which may not be any day prior to the date that the
Committee approves the grant; (c) the number of Shares subject to the
Option; (d) the exercise price, which may never be less than the Fair
Market Value of the Shares subject to the Option 


 


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as
determined on the date of grant; (e) the terms and conditions of exercise,
including vesting; and (f) the term, except that an Option must terminate
no later than 10 years after the date of grant. In all other respects, the
terms of any incentive stock option should comply with the provisions of Code Section 422
except to the extent the Committee determines otherwise. Except to the extent
the Committee determines otherwise, a Participant may exercise an Option in
whole or part after the right to exercise the Option has accrued, provided that
any partial exercise must be for one hundred (100) Shares or multiples thereof.
If an Option that is intended to be an incentive stock option fails to meet the
requirements thereof, the Option shall automatically be treated as a
nonqualified stock option to the extent of such failure.


 


8.                                      Stock
Appreciation Rights.


 


Subject
to the terms of this Plan, the Committee may grant to Participants Stock
Appreciation Rights, either alone or in addition to or in conjunction with
other Awards.  Subject to the terms of
this Plan and any applicable Award agreement, a Stock Appreciation Right shall
confer on the holder thereof a right to receive, upon exercise thereof, the
excess of (a) the Fair Market Value of one Share on the date of exercise
over (b) the grant price of the Stock Appreciation Right as specified by
the Committee, which shall be not less than 100% of the Fair Market Value of
one Share on the date of grant of the Stock Appreciation Right.  Subject to the foregoing and other terms of
this Plan, the Committee will determine all terms and conditions of each Stock
Appreciation Right, including but not limited to, the grant price, term (except
no Stock Appreciation Right shall be exercisable for more than 10 years from
the date of grant unless granted to a Participant outside of the United
States), methods of exercise, methods of settlement (including whether the
Participant will be paid in cash, Shares, other securities, other Awards, or
other property, or any combination thereof), and any conditions or restrictions
on the exercise of any Stock Appreciation Right as it may deem appropriate.


 


9.                                      Performance
and Stock Awards.


 


Subject
to the terms of this Plan, the Committee will determine all terms and
conditions of each award of Shares, Restricted Stock, Restricted Stock Units,
Performance Shares or Performance Units, including but not limited to: (a) the
number of Shares and/or units to which such Award relates; (b) whether, as
a condition for the Participant to realize all or a portion of the benefit
provided under the Award, one or more Performance Goals must be achieved during
such period as the Committee specifies; (c) the length of the vesting
and/or performance period and, if different, the date on which payment of the
benefit provided under the Award will be made; (d) with respect to
Performance Units, whether to measure the value of each unit in relation to a
designated dollar value or the Fair Market Value of one or more Shares; and (e) with
respect to Performance Shares, Performance Units and Restricted Stock Units,
whether to settle such Awards in cash, in Shares (including Restricted Stock),
or in a combination of cash and Shares.


 


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10.                               Annual
Incentive Awards.


 


Subject
to the terms of this Plan, the Committee will determine all terms and
conditions of an Annual Incentive Award, including but not limited to the
Performance Goals, performance period, the potential amount payable, the type
of payment, and the timing of payment, subject to the following: (a) the
Committee must require that payment of all or any portion of the amount subject
to the Annual Incentive Award is contingent on the achievement or partial
achievement of one or more Performance Goals during the period the Committee
specifies, although the Committee may specify that all or a portion of the
Performance Goals subject to an Award are deemed achieved upon a Participant’s
death, disability (as defined by the Committee) or a change in control of the
Company (as defined by the Committee) or, in the case of Awards that at the
date of grant the Committee determines will not be considered performance-based
compensation under Code Section 162(m), retirement (as defined by the
Committee) or such other circumstances as the Committee may specify; (b) the
performance period must relate to a period of at least one fiscal year of the
Company except that, if the Award is made at the time of commencement of employment
with the Company or on the occasion of a promotion, then the Award may relate
to a period shorter than one fiscal year; and (c) payment will be in cash
except to the extent that the Committee determines that payment will be in
Shares or Restricted Stock, either on a mandatory basis or at the election of
the Participant, having a Fair Market Value at the time of the payment equal to
the amount payable with respect to the Annual Incentive Award; provided, that
any such determination by the Committee or election by the Participant under
this clause (c) must be made prior to the calendar year in which the
period for achievement of the Performance Goals begins.


 


11.                               Long-Term
Incentive Awards.


 


Subject
to the terms of this Plan, the Committee will determine all terms and
conditions of a Long-Term Incentive Award, including but not limited to the
Performance Goals, performance period, the potential amount payable, the type
of payment, and the timing of payment, subject to the following: (a) the
Committee must require that payment of all or any portion of the amount subject
to the Long-Term Incentive Award is contingent on the achievement or partial
achievement of one or more Performance Goals during the period the Committee
specifies, although the Committee may specify that all or a portion of the
Performance Goals subject to an Award are deemed achieved upon a Participant’s
death, disability (as defined by the Committee), retirement (as defined by the
Committee) or a change in control of the Company (as defined by the Committee)
or, in the case of Awards that at the date of grant the Committee determines
will not be considered performance-based compensation under Code Section 162(m),
retirement (as defined by the Committee) or such other circumstances as the
Committee may specify; (b) the performance period must relate to a period
of more than one fiscal year of the Company except that, if the Award is made
at the time of commencement of employment with the Company or on the occasion
of a promotion, then the Award may relate to a shorter period; and (c) payment
will be in cash except to the extent that the Committee determines that payment
will be in Shares or 


 


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Restricted
Stock, either on a mandatory basis or at the election of the Participant,
having a Fair Market Value at the time of the payment equal to the amount
payable with respect to the Long-Term Incentive Award; provided, that any such
determination by the Committee or election by the Participant under this clause
(c) must be made prior to the calendar year in which the period for
achievement of the Performance Goals begins.


 


12.                               Other
Stock-Based Awards.


 


Subject
to the terms of this Plan, the Committee may grant to Participants other types
of Awards, which may be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, Shares, either alone or in addition to
or in conjunction with other Awards, and payable in Stock or cash.  Without limitation, such Award may include
the issuance of shares of unrestricted Stock, which may be awarded in payment
of director fees, in lieu of cash compensation, in exchange for cancellation of
a compensation right, as a bonus, or upon the attainment of Performance Goals
or otherwise, or rights to acquire Stock from the Company. The Committee shall
determine all terms and conditions of the Award, including but not limited to,
the time or times at which such Awards shall be made, and the number of Shares
to be granted pursuant to such Awards or to which such Award shall relate;
provided that any Award that provides for purchase rights shall be priced at no
less than 100% of Fair Market Value on the grant date of the Award.


 


13.                               Amendment
of Minimum Vesting and Performance Periods.


 


Notwithstanding
any provision of this Plan that requires a minimum vesting and/or performance
period for an Award, the Committee, at the time an Award is granted or any
later date, may subject an Award to a shorter vesting and/or performance period
to take into account a Participant’s hire or promotion, or may accelerate the
vesting or deem an Award to be earned, in whole or in part, in the event of a
Participant’s death, disability (as defined by the Committee), retirement (as
defined by the Committee) or a change in control of the Company (as defined by
the Committee).


 


14.                               Transferability.


 


Awards
are not transferable other than by will or the laws of descent and
distribution, unless and to the extent the Committee allows a Participant to: (a) designate
in writing a beneficiary to exercise the Award or receive payment under the
Award after the Participant’s death; (b) transfer an Award to the former
spouse of the Participant as required by a domestic relations order incident to
a divorce; or (c) transfer an Award; provided, however, that with respect
to clause (c) above, the Participant may not receive consideration for
such a transfer of an Award.


 


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15.                               Termination
and Amendment of Plan; Amendment, Modification or Cancellation of Awards.


 


(a)                                  Term of
Plan. Unless the Board earlier terminates this Plan pursuant to Section 15(b),
this Plan will terminate on the earlier of (i) the date that is 10 years from
the Effective Date and (ii) the date when all Shares reserved for issuance
have been issued.


 


(b)                                 Termination
and Amendment. The Board or the Committee may amend, alter,
suspend, discontinue or terminate this Plan at any time, subject to the
following limitations:


 


(i) the
Board must approve any amendment of this Plan to the extent the Company
determines such approval is required by: (A) prior action of the Board, (B) applicable
corporate law or (C) any other applicable law;


 


(ii) shareholders
must approve any amendment of this Plan to the extent the Company determines
such approval is required by: (A) Section 16 of the Exchange Act, (B) the
Code, (C) the listing requirements of any principal securities exchange or
market on which the Shares are then traded or (D) any other applicable
law; and


 


(iii) shareholders
must approve any of the following Plan amendments: (A) an amendment to
materially increase any number of Shares specified in Section 6(a) or
6(c) (except as permitted by Section 17); or (B) an amendment to
the provisions of Section 15(e).


 


(c)                                  Amendment,
Modification or Cancellation of Awards. Except as provided in Section 15(e) and
subject to the requirements of this Plan, the Committee may modify or amend any
Award, or waive any restrictions or conditions applicable to any Award or the
exercise of the Award, or amend, modify or cancel any terms and conditions
applicable to any Award, in each case by mutual agreement between the Committee
and the Participant or any other person(s) as may then have an interest in
the Award, so long as any such action does not increase the number of Shares
issuable under this Plan (except as permitted by Section 17), but the
Committee need not obtain Participant (or other interested party) consent for
any such action that is permitted by the provisions of Section 17(a) or
for any such action: (i) to the extent the action is deemed necessary by
the Committee to comply with any applicable law or the listing requirements of
any principal securities exchange or market on which the Shares are then
traded; (ii) to the extent the action is deemed necessary by the Committee
to preserve favorable accounting or tax treatment of any Award for the Company;
or (iii) to the extent the Committee determines that such action does not materially
and adversely affect the value of an Award or that such action is in the best
interest of the affected Participant or any other person(s) as may then
have an interest in the Award.


 


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(d)                                 Survival
of Authority and Awards. Notwithstanding the foregoing, the authority
of the Board and the Committee under this Section 15 will extend beyond
the date of this Plan’s termination. In addition, termination of this Plan will
not affect the rights of Participants with respect to Awards previously granted
to them, and all unexpired Awards will continue in force and effect after
termination of this Plan except as they may lapse or be terminated by their own
terms and conditions.


 


(e)                                  Repricing
Prohibited. Notwithstanding anything in this Plan to the
contrary, and except for the adjustments provided in Section 17, neither
the Committee nor any other person may decrease the exercise price for any
outstanding Option or Stock Appreciation Right after the date of grant, cancel
an outstanding Option or Stock Appreciation Right in exchange for cash (other
than cash equal to the excess of the Fair Market Value of the Shares subject to
such Option or Stock Appreciation Right at the time of cancellation over the
exercise or grant price for such Shares), or allow a Participant to surrender
an outstanding Option or Stock Appreciation Right to the Company as
consideration for the grant of a new Option or Stock Appreciation Right with a
lower exercise price.


 


16.                               Taxes.


 


(a)                                  Withholding. In the event
the Company or an Affiliate of the Company is required to withhold any federal,
state or local taxes or other amounts in respect of any income recognized by a
Participant as a result of the grant, vesting, payment or settlement of an
Award or disposition of any Shares acquired under an Award, the Company may
deduct (or require an Affiliate to deduct) from any payments of any kind
otherwise due the Participant cash, or with the consent of the Committee,
Shares otherwise deliverable or vesting under an Award, to satisfy such tax
obligations. Alternatively, the Company may require such Participant to pay to
the Company, in cash, promptly on demand, or make other arrangements
satisfactory to the Company regarding the payment to the Company of the
aggregate amount of any such taxes and other amounts. If Shares are deliverable
upon exercise or payment of an Award, the Committee may permit a Participant to
satisfy all or a portion of the federal, state and local withholding tax
obligations arising in connection with such Award by electing to (a) have
the Company withhold Shares otherwise issuable under the Award, (b) tender
back Shares received in connection with such Award or (c) deliver other
previously owned Shares, in each case having a Fair Market Value equal to the
amount to be withheld; provided that the amount to be withheld may not exceed
the total minimum federal, state and local tax withholding obligations
associated with the transaction to the extent needed for the Company to avoid
an accounting charge. If an election is provided, the election must be made on
or before the date as of which the amount of tax to be withheld is determined
and otherwise as the Committee requires. In any case, the Company may defer
making payment or delivery under any Award if any such tax may be pending
unless and until indemnified to its satisfaction.


 


(b)                                 No
Guarantee of Tax Treatment. Notwithstanding any
provision of this Plan to the contrary, the Company does not guarantee to any
Participant or any other 


 


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person(s) with
an interest in an Award that (i) any Award intended to be exempt from Code
Section 409A shall be so exempt, (ii) any Award intended to comply
with Code Section 409A or Code Section 422 shall so comply, or (iii) any
Award shall otherwise receive a specific tax treatment under any other
applicable tax law, nor in any such case will the Company or any Affiliate be
required to indemnify, defend or hold harmless any individual with respect to
the tax consequences of any Award.


 


17.                               Adjustment
Provisions.


 


(a)                                  Adjustment
of Shares. If (i) the Company shall at any time be
involved in a merger or other transaction in which the Shares are changed or
exchanged; or (ii) the Company shall subdivide or combine the Shares or
the Company shall declare a dividend payable in Shares, other securities (other
than any stock purchase rights that the Company might authorize and issue in
the future) or other property; or (iii) the Company shall effect a cash
dividend the amount of which exceeds 10% of the trading price of the Shares at
the time the dividend is declared, or the Company shall effect any other
dividend or other distribution on the Shares in the form of cash, or a
repurchase of Shares, that the Board determines by resolution is special or
extraordinary in nature or that is in connection with a transaction that the
Company characterizes publicly as a recapitalization or reorganization
involving the Shares; or (iv) any other event shall occur which, in the
case of this clause (iv), in the judgment of the Committee necessitates an
adjustment to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan, then the Committee
shall, in such manner as it may deem equitable, adjust any or all of (A) the
number and type of Shares subject to this Plan (including the number and type
of Shares described in Sections 6(a) and 6(c)) and which may after the
event be made the subject of Awards under this Plan, including incentive stock
options, (B) the number and type of Shares subject to outstanding Awards, (C) the
grant, purchase, or exercise price with respect to any Award, and (D) to
the extent such discretion does not cause an Award that is intended to qualify
as performance-based compensation under Code Section 162(m) to lose
its status as such, the Performance Goals of an Award.  In any such case, the Committee may also (or
in lieu of the foregoing) make provision for a cash payment to the holder of an
outstanding Award in exchange for the cancellation of all or a portion of the
Award (without the consent of the holder of an Award) in an amount determined
by the Committee effective at such time as the Committee specifies (which may
be the time such transaction or event is effective).  However, in each case, with respect to Awards
of incentive stock options, no such adjustment may be authorized to the extent
that such authority would cause this Plan to violate Code Section 422(b).  Further, the number of Shares subject to any
Award payable or denominated in Shares must always be a whole number. In any
event, previously granted Options or Stock Appreciation Rights are subject to
only such adjustments as are necessary to maintain the relative proportionate interest
the Options or Stock Appreciation Rights represented immediately prior to any
such event and to preserve, without exceeding, the value of such Options or
Stock Appreciation Rights.  Without
limitation, in the event of any such merger or similar transaction, subdivision
or combination of Shares, dividend or other event described above (other than
any such transaction in which the Company is the continuing corporation and in
which the 


 


12

















 


outstanding
Stock is not being converted into or exchanged for different securities, cash
or other property, or any combination thereof), the Committee shall substitute,
on an equitable basis as the Committee determines, for each Share then subject
to an Award, the number and kind of shares of stock, other securities, cash or
other property to which holders of Stock are or will be entitled in respect of
each Share pursuant to the transaction. Notwithstanding the foregoing, if the
Company shall subdivide the Shares or the Company shall declare a dividend
payable in Shares, and if no action is taken by the Board or the Committee,
then the adjustments contemplated by this Section 17(a) that are
proportionate shall nevertheless automatically be made as of the date of such
subdivision of the Shares or dividend in Shares.


 


(b)                                 Issuance
or Assumption. Notwithstanding any other provision of this Plan,
and without affecting the number of Shares otherwise reserved or available
under this Plan, in connection with any merger, consolidation, acquisition of
property or stock, or reorganization, the Committee may authorize the issuance
in exchange for cancellation or assumption of awards under this Plan upon such
terms and conditions as it may deem appropriate.


 


18.                               Miscellaneous.


 


(a)                                  Other
Terms and Conditions. The grant of any Award may also be subject
to other provisions (whether or not applicable to the Award granted to any
other Participant) as the Committee determines appropriate, including, without
limitation, provisions for:


 


(i) one
or more means to enable Participants to defer the delivery of Shares or
recognition of taxable income relating to Awards or cash payments derived from
the Awards on such terms and conditions as the Committee determines, including,
by way of example, the form and manner of the deferral election, the treatment
of dividends paid on the Shares during the deferral period or a means for
providing a return to a Participant on amounts deferred, and the permitted
distribution dates or events (provided that no such deferral means may result
in an increase in the number of Shares issuable under this Plan);


 


(ii) the
payment of the purchase price of Options (A) by delivery of cash or other
Shares or other securities of the Company (including by attestation) having a then
Fair Market Value equal to the purchase price of such Shares, (B) by
delivery (including by fax) to the Company or its designated agent of an
executed irrevocable option exercise form together with irrevocable
instructions to a broker-dealer to sell or margin a sufficient portion of the
Shares and deliver the sale or margin loan proceeds directly to the Company to
pay for the exercise price, (C) by surrendering the right to receive
Shares otherwise deliverable to the Participant upon exercise of the Award
having a Fair Market Value at the time of exercise equal to the total exercise
price, or (D) by any combination of (A), (B) and/or (C);


 


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(iii) giving
the Participant the right to receive any cash dividends (whether regular or
otherwise), stock dividends and other distributions (whether paid in cash or
securities) paid or made with respect to Restricted Stock, provided, however,
that any such dividends or distributions shall be held in the custody of the
Company and shall be subject to the same restrictions on transferability and
forfeitability that apply to the corresponding Restricted Stock.  All dividends or distributions credited to
the Participant shall be paid to the Participant within forty-five (45) days
following the full vesting of the Restricted Stock with respect to which such
dividends or distributions were made. 
Notwithstanding the foregoing, 
neither dividend payments nor dividend equivalent payments shall be made
with respect to the Shares subject to an Award of Options, Stock Appreciation
Rights, Performance Units or Restricted Stock Units;


 


(iv) restrictions
on resale or other disposition of Shares; and


 


(v) compliance
with federal or state securities laws and stock exchange requirements.


 


(b)                                 Employment
and Service. The issuance of an Award shall not confer upon a
Participant any right with respect to continued employment or service with the
Company or any Affiliate, or the right to continue as a Director. Unless
determined otherwise by the Committee, for purposes of the Plan and all Awards,
the following rules shall apply:


 


(i) a
Participant who transfers employment between the Company and its Affiliates, or
between Affiliates, will not be considered to have terminated employment;


 


(ii) a
Participant who ceases to be a Non-Employee Director because he or she becomes
an employee of the Company or an Affiliate shall not be considered to have
ceased service as a Director with respect to any Award until such Participant’s
termination of employment with the Company and its Affiliates;


 


(iii) a
Participant who ceases to be employed by the Company or an Affiliate and
immediately thereafter becomes a Non-Employee Director, a non-employee director
of an Affiliate, or a consultant to the Company or any Affiliate shall not be
considered to have terminated employment until such Participant’s service as a
director of, or consultant to, the Company and its Affiliates has ceased; and


 


(iv) a
Participant employed by an Affiliate will be considered to have terminated
employment when such entity ceases to be an Affiliate.


 


Notwithstanding
the foregoing, with respect to an Award that is considered deferred
compensation subject to Code Section 409A, if a Participant’s termination
of employment or service triggers the payment of compensation under such Award,
then the 


 


14

















 


Participant
will be deemed to have terminated employment or service upon the Participant’s “separation
from service” within the meaning of Code Section 409A.


 


(c)                                  No
Fractional Shares. No fractional Shares or other securities may be
issued or delivered pursuant to this Plan, and the Committee may determine
whether cash, other securities or other property will be paid or transferred in
lieu of any fractional Shares or other securities, or whether such fractional
Shares or other securities or any rights to fractional Shares or other
securities will be canceled, terminated or otherwise eliminated.


 


(d)                                 Unfunded
Plan. This Plan is unfunded and does not create, and should not be construed
to create, a trust or separate fund with respect to this Plan’s benefits. This
Plan does not establish any fiduciary relationship between the Company and any
Participant or other person. To the extent any person holds any rights by
virtue of an Award granted under this Plan, such rights are no greater than the
rights of the Company’s general unsecured creditors.


 


(e)                                  Requirements
of Law and Securities Exchange. The granting of Awards and
the issuance of Shares in connection with an Award are subject to all
applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required.
Notwithstanding any other provision of this Plan or any award agreement, the
Company has no liability to deliver any Shares under this Plan or make any
payment unless such delivery or payment would comply with all applicable laws
and the applicable requirements of any securities exchange or similar entity,
and unless and until the Participant has taken all actions required by the
Company in connection therewith. The Company may impose such restrictions on
any Shares issued under the Plan as the Company determines necessary or
desirable to comply with all applicable laws, rules and regulations or the
requirements of any national securities exchanges. Notwithstanding any
provision of this Plan or any document pertaining to Awards granted hereunder
to the contrary, this Plan shall be so construed, interpreted and administered
to meet the applicable requirements of Code Section 409A to avoid a plan
failure described in Code Section 409A(a)(1).


 


(f)                                    Governing
Law. This Plan, and all agreements under this Plan, will be construed in
accordance with and governed by the laws of the State of Wisconsin, without
reference to any conflict of law principles.


 


(g)                                 Limitations
on Actions. Any legal action or proceeding with respect to this
Plan, any Award or any award agreement must be brought within one year (365
days) after the day the complaining party first knew or should have known of
the events giving rise to the complaint.


 


(h)                                 Construction. Whenever any
words are used herein in the masculine, they shall be construed as though they
were used in the feminine in all cases where they would so apply; and wherever
any words are used in the singular or plural, they shall be construed as though
they were used in the plural or singular, as the case may be, in all 


 


15

















 


cases
where they would so apply. Title of sections are for general information only,
and this Plan is not to be construed with reference to such titles.


 


(i)                                     Severability. If any
provision of this Plan or any award agreement or any Award (i) is or
becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction, or as to any person or Award, or (ii) would cause this Plan,
any award agreement or any Award to violate any law the Committee deems
applicable, then such provision should be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of this Plan, award agreement or Award, then such provision should be stricken
as to such jurisdiction, person or Award, and the remainder of this Plan, such
award agreement and such Award will remain in full force and effect.


 


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