Exhibit 10.2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of July 12, 1999, between QUEBECOR
PRINTING INC., a corporation formed under the laws of Canada ("GRANTEE"), and
WORLD COLOR PRESS, INC., a corporation organized under the laws of Delaware
("ISSUER").
W I T N E S S E T H :
WHEREAS, concurrently herewith, Grantee and Issuer are entering into
an Agreement and Plan of Merger (the "MERGER AGREEMENT");
WHEREAS, as a condition and inducement to Grantee's execution of the
Merger Agreement and pursuant to the transactions contemplated thereby and in
consideration therefor, Issuer has agreed to grant Grantee the Option (as
hereinafter defined); and
WHEREAS, the Board of Directors of Issuer has approved the grant of
the Option and the Merger Agreement prior to the execution hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, the
parties hereto agree as follows:
1. THE OPTION. (a) Issuer hereby grants to Grantee an unconditional,
irrevocable option (the "OPTION") to purchase, subject to the terms hereof, up
to the Option Amount (as defined in Section 19 below) of fully paid and
nonassessable shares of the common stock, $0.01 par value per share, of Issuer
("COMMON STOCK") at a price per share in cash equal to $35.69 (such price, as
adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVER, that in no event
shall the number of shares for which this Option is exercisable exceed the
Option Percentage (as defined in Section 19 below) of the issued and outstanding
shares of Common Stock at the time of exercise without giving effect to the
shares of Common Stock issued or issuable under the Option. The number of shares
of Common Stock that may be received upon the exercise of the Option and the
Option Price are subject to adjustment as herein set forth.
(b) In the event that any additional shares of Common Stock are
issued or otherwise become outstanding after the date of this Agreement (other
than pursuant to this Agreement and other than pursuant to an event described in
Section 4(a) hereof), the number of shares of Common Stock subject to the Option
shall be increased so that, after such issuance, such number together with any
shares of Common Stock previously issued pursuant hereto, equals the Option
Percentage of the number of shares of Common Stock then issued and outstanding
without giving effect to any shares subject or issued pursuant to the Option.
Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be
deemed to authorize Issuer or Grantee to breach any provision of the Merger
Agreement.
2. EXERCISE; CLOSING. (a) Grantee or any other person that shall
become a holder of the Option in accordance with the terms of this Agreement
(such person being referred to herein as
2
the "HOLDER") may exercise the Option, in whole only, if, but only if, the
Termination Amount provided for in Section 8.3 of the Merger Agreement has
become payable (a "TRIGGERING EVENT") and notice of such exercise is received
prior to the occurrence of an Exercise Termination Event (as hereinafter
defined); PROVIDED, HOWEVER, that a Triggering Event will be deemed to occur if
all of the conditions prerequisite to the payment of the Termination Amount
pursuant to Section 8.3(a) of the Merger Agreement have been satisfied except
for the consummation of the transaction described in such Section 8.3(a). For
purposes of clarification, the date of a Triggering Event shall not be the date
on which the Termination Amount is paid, but the date on which the Termination
Amount becomes payable.
(b) Each of the following shall be an "EXERCISE TERMINATION EVENT":
(i) the Effective Time (as defined in the Merger Agreement); or
(ii) termination of the Merger Agreement in accordance with the
provisions thereof if such termination occurs prior to the occurrence of a
Triggering Event and at the time of such termination the conditions
prerequisite to a Triggering Event occurring in the future are incapable
of being fulfilled; or
(iii) the passage of 30 days after the date of the Triggering Event;
or
(iv) November 9, 1999, if all governmental and regulatory approvals
for Grantee to exercise its rights under this Section 2 shall not then
have been obtained or if an injunction or similar legal prohibition on
exercise shall then be in effect; or
(v) the receipt by Grantee of the Termination Amount.
(c) Issuer shall notify Grantee promptly in writing of the
occurrence of any Triggering Event, it being understood that the giving of such
notice by Issuer shall not be a condition to the right of the Holder to exercise
the Option.
(d) In the event the Holder is entitled to and wishes to exercise
the Option, it shall send to Issuer a written notice (the date of which being
herein referred to as the "NOTICE DATE") specifying a place and date not earlier
than two business days nor later than twenty business days from the Notice Date
for the closing of such purchase of the applicable Option Amount of Shares (the
"CLOSING DATE"); provided, that the Closing Date may be extended by the Holder
until November 9, 1999 to the extent provided in clauses (i) and (ii) of Section
7.
(e) At the closing referred to in subsection (d) of this Section 2,
the Holder shall (i) pay to Issuer the aggregate purchase price for the shares
of Common Stock purchased pursuant to the exercise of the Option in immediately
available funds by wire transfer to a bank account designated by Issuer,
PROVIDED that failure or refusal of Issuer to designate such a bank account
shall not preclude the Holder from exercising the Option by delivery of a
certified check or bank draft and (ii) present and surrender this Agreement to
Issuer.
3
(f) At such closing, simultaneously with the delivery of immediately
available funds as provided in subsection (e) of this Section 2, Issuer shall
deliver to the Holder a certificate or certificates representing the number of
shares of Common Stock purchased by the Holder.
(g) Certificates for Common Stock delivered at a closing hereunder
may be endorsed with a restrictive legend that shall read substantially as
follows:
"The shares represented by this certificate have not been registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any state securities law, and such securities may not be
offered, sold, transferred, pledged, hypothecated or otherwise
disposed of except pursuant to an effective registration statement
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws."
It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such reference if the Holder shall have
delivered to Issuer a copy of a letter from the staff of the Securities and
Exchange Commission, or an opinion of counsel, in form and substance reasonably
satisfactory to Issuer, to the effect that such legend is not required for
purposes of the Securities Act or other applicable securities laws.
(h) Upon the giving by the Holder to Issuer of the written notice of
exercise of the Option provided for under subsection (f) of this Section 2 and
the tender of the applicable purchase price in immediately available funds, the
Holder shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer books of
Issuer shall then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder. Holder shall
pay all expenses, and any and all United States federal, state and local taxes
and other charges that may be payable in connection with the preparation, issue
and delivery of stock certificates under this Section 2 in the name of the
Holder or its assignee, transferee or designee.
3. COVENANTS OF ISSUER. In addition to its other agreements and
covenants herein, Issuer agrees:
(a) that it shall at all times maintain, free from any subscription
or preemptive rights, sufficient authorized but unissued or treasury shares of
Common Stock so that the Option may be exercised without additional
authorization of Common Stock after giving effect to all other options,
warrants, convertible securities and other rights of third parties to purchase
Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
(b) that it will not, by charter amendment or through
reorganization, consolidation, merger, dissolution or sale of assets, or by any
other voluntary act, avoid or seek to avoid the observance or performance of any
of the covenants, stipulations or conditions to be
4
observed or performed hereunder by Issuer; and
(c) promptly to take all action as may from time to time be required
(including complying with all applicable notification, filing reporting and
waiting period requirements under the HSR Act or otherwise, and cooperating
fully with the Holder in preparing any applications or notices and providing
such information to any regulatory authority as it may require) in order to
permit the Holder to exercise the Option and Issuer duly and effectively to
issue shares of Common Stock pursuant hereto.
4. ADJUSTMENTS. In addition to the adjustment in the number of
shares of Common Stock that are purchasable upon exercise of the Option pursuant
to Section 1 of this Agreement, the number of shares of Common Stock purchasable
upon the exercise of the Option and the Option Price shall be subject to
adjustment from time to time as provided in this Section 4.
(a) In the event of any change in, or distributions in respect of,
the Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, subdivisions, conversions, exchanges of
shares or the like, the type and number of shares of Common Stock
purchasable upon exercise hereof shall be appropriately adjusted and
proper provision shall be made so that, in the event that any additional
shares of Common Stock are to be issued or otherwise become outstanding as
a result of any such change (other than pursuant to an exercise of the
Option), the number of shares of Common Stock that remain subject to the
Option shall be increased so that, after such issuance and together with
shares of Common Stock previously issued pursuant to the exercise of the
Option (as adjusted on account of any of the foregoing changes in the
Common Stock), it equals the Option Percentage of the number of shares of
Common Stock then issued and outstanding.
(b) Whenever the number of shares of Common Stock purchasable upon
exercise hereof is adjusted as provided in this Section 4, the Option
Price shall be adjusted by multiplying the Option Price by a fraction, the
numerator of which shall be equal to the number of shares of Common Stock
purchasable prior to the adjustment and the denominator of which shall be
equal to the number of shares of Common Stock purchasable after the
adjustment.
5. REGISTRATION. (a) After the exercise of the Option, Issuer shall,
if requested by the Holder at any time and from time to time within one year of
the exercise of the Option, prepare and file up to two registration statements
under the Securities Act if such registration is necessary in order to permit
the sale or other disposition of any or all shares of Common Stock that have
been acquired by exercise of the Option and Issuer shall use all reasonable
efforts to qualify such shares under any applicable state securities laws.
Issuer shall use all reasonable efforts to cause each such registration
statement to become effective, to obtain all consents or waivers of other
parties which are required therefor and to keep such registration statement
effective for such period not in excess of 90 days from the day such
registration statement first becomes effective as may be reasonably necessary to
effect such sale or other disposition. The obligations of Issuer hereunder to
file a registration statement and to maintain its effectiveness may be suspended
for one or more periods
5
of time not exceeding 90 days if the Board of Directors of Issuer shall have
determined that the filing of such registration statement or the maintenance of
its effectiveness would require disclosure of nonpublic information that would
materially affect Issuer. Any registration statement prepared and filed under
this Section 5, and any sale covered thereby, shall be at Issuer's expense
except for underwriting discounts or commissions and brokers' fees.
Notwithstanding the foregoing, Issuer shall pay the reasonable fees and
disbursements of one counsel selected by the Holder to represent the Holder in
connection with each such registration statement. The Holder shall provide all
information reasonably requested by Issuer for inclusion in any registration
statement to be filed hereunder. The Issuer shall not be obligated to file a
registration statement within a period of 180 days after the effective date of
any other registration statement relating to any registration request under this
Section 5. In connection with any registration pursuant to this Section 5,
Issuer and the Holder shall provide each other and any underwriter of the
offering with customary representations, warranties, covenants, indemnification
and contribution in connection with such registration.
(b) In connection with any registration pursuant to this Section 5,
Issuer shall enter into such customary arrangements and take such other actions,
including the use of its reasonable efforts to obtain a "cold comfort" letter or
similar letter from Issuer's independent public accounts, as the Holder or any
underwriter, if any, reasonably requests in order to expedite or facilitate the
disposition of the shares of Common Stock acquired by exercise of the Option.
(c) If shares to be acquired upon exercise of the Option are then
listed on the NYSE or any other securities exchange or market, Issuer, upon the
request of the Holder, will promptly file an application to list the shares to
be acquired upon exercise of the Option on the NYSE or such other securities
exchange or market and will use its reasonable best efforts to obtain approval
of such listing as soon as practicable.
6. SUBSTITUTE OPTION. (a) In the event that prior to an Exercise
Termination Event, Issuer shall enter into an agreement (i) to consolidate with
or merge into any person, other than Grantee or any of its subsidiaries
(collectively, "EXCLUDED PERSONS") and Issuer shall not be the continuing or
surviving corporation of such consolidation or merger, (ii) to permit any
person, other than an Excluded Person, to merge into Issuer and Issuer shall be
the continuing or surviving or acquiring corporation, but, in connection with
such merger, the then outstanding shares of Common Stock shall be changed into
or exchanged for stock or other securities of any other person or cash or any
other property or the then outstanding shares of Common Stock shall after such
merger represent less than 50% of the outstanding shares and share equivalents
of the merged or acquiring company, or (iii) to sell or otherwise transfer all
or substantially all of its assets to any person, other than an Excluded Person,
then, and in each such case, the agreement governing such transaction shall make
proper provision so that the Option shall, upon the consummation of any such
transaction and upon the terms and conditions set forth herein, be converted
into, or exchanged for, an option (the "SUBSTITUTE OPTION"), at the election of
the Holder, of either (x) the Acquiring Corporation (as hereinafter defined) or
(y) any person that controls the Acquiring Corporation.
(b) The following terms have the meanings indicated:
6
(i) "ACQUIRING CORPORATION" shall mean (i) the continuing or
surviving person of a consolidation or merger with Issuer (if
other than Issuer), (ii) Issuer in a merger in which Issuer is
the continuing or surviving or acquiring person, and (iii) the
transferee of all or substantially all of Issuer's
consolidated assets.
(ii) "SUBSTITUTE SHARES" shall mean the shares of capital stock (or
similar equity interest) with the greatest voting power in
respect of the election of directors (or other persons
similarly responsible for direction of the business and
affairs) of the issuer of the Substitute Option.
(iii) "ASSIGNED VALUE" shall mean the highest of (i) the price per
share of Common Stock at which a tender or exchange offer
therefor has been made, (ii) the price per share of Common
Stock to be paid by any third party pursuant to an agreement
with Issuer, or (iii) in the event of a sale of all or
substantially all of Issuer's assets, the sum of the net price
paid in such sale for such assets and the current market value
of the remaining net assets of Issuer as determined by a
nationally recognized investment banking firm selected by the
Holder and reasonably acceptable to Issuer, divided by the
number of shares of Common Stock of Issuer outstanding at the
time of such sale, which determination, absent manifest error,
shall be conclusive for all purposes of this Agreement.
(iv) "AVERAGE PRICE" shall mean the average closing price per
Substitute Share, on the principal trading market on which
such shares are traded as reported by a recognized source, for
one year immediately preceding the consolidation, merger or
sale in question, but in no event higher than the closing
price of the Substitute Shares on such market on the day
preceding such consolidation, merger or sale; provided that if
Issuer is the issuer of the Substitute Option, the Average
Price shall be computed with respect to a share of common
stock issued by the person merging into Issuer or by any
company which controls or is controlled by such person, as the
Holder may elect.
(c) The Substitute Option shall have the same terms (including those
terms set forth in Section 5) as the Option, PROVIDED that if the terms of the
Substitute Option cannot, for legal reasons, be the same as the Option, such
terms shall be as similar as possible and in no event less advantageous to the
Holder. The issuer of the Substitute Option shall also enter into an agreement
with the Holder of the Substitute Option in substantially the same form as this
Agreement which agreement shall be applicable to the Substitute Option.
(d) The Substitute Option shall be exercisable for such number of
Substitute Shares as is equal to the Assigned Value multiplied by the number of
shares of Common Stock for which the Option was exercisable immediately prior to
the event described in the first sentence of
7
this Section 6(a), divided by the Average Price. The exercise price of the
Substitute Option per Substitute Share shall then be equal to the Option Price
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock for which the Option was exercisable immediately prior to the
event described in the first sentence of this Section 6(a) and the denominator
of which shall be the number of Substitute Shares for which the Substitute
Option is exercisable.
(e) In no event, pursuant to any of the foregoing paragraphs, shall
the number of shares purchasable upon exercise of the Substitute Option exceed
the Option Percentage of the Substitute Shares then issued and outstanding at
the time of exercise (without giving effect to Substitute Shares issued or
issuable under the Substitute Option). In the event that the Substitute Option
would be exercisable for more than the Option Percentage of the Substitute
Shares then issued and outstanding prior to exercise but for this clause (e),
the issuer of the Substitute Option (the "SUBSTITUTE OPTION ISSUER") shall make
a cash payment to the Holder equal to the excess of (i) the value of the
Substitute Option without giving effect to the limitation in this clause (e)
over (ii) the value of the Substitute Option after giving effect to the
limitation in this clause (e). This difference in value shall be determined by a
nationally recognized investment banking firm selected by the Holder, which
determination, absent manifest error, shall be conclusive for all purposes of
this Agreement.
7. EXTENSION. The periods for exercise of certain rights under
Sections 2 and 5 shall be extended until no later than November 9, 1999: (i) to
the extent necessary to obtain all governmental and regulatory approvals for the
exercise of such rights (for so long as the Holder is using reasonable efforts
to obtain such regulatory approvals), and for the expiration of all statutory
waiting periods; (ii) during any period for which an injunction or similar legal
prohibition on exercise shall be in effect and (iii) to the extent necessary to
avoid liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended, by reason of such exercise.
8. REPRESENTATIONS AND WARRANTIES. (a) Issuer hereby represents and
warrants to Grantee as follows:
(i) Issuer has full corporate power and authority to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by
the Board of Directors of Issuer and no other corporate
proceedings on the part of Issuer are necessary to authorize
this Agreement or to consummate the transactions so
contemplated. This Agreement has been duly and validly
executed and delivered by Issuer and constitutes a valid and
legally binding obligation of Issuer enforceable in accordance
with its terms.
(ii) Issuer has taken all necessary corporate action to authorize
and reserve and to permit it to issue, and at all times from
the date hereof through the termination of this Agreement in
accordance with its terms will have reserved
8
for issuance upon the exercise of the Option, that number of
shares of Common Stock equal to the maximum number of shares
of Common Stock at any time and from time to time issuable
hereunder, and all such shares, upon issuance pursuant to the
Option, will be duly authorized, validly issued, fully paid,
nonassessable, and will be delivered free and clear of all
claims, liens, encumbrances and security interests (other than
those created by this Agreement) and not subject to any
preemptive rights.
(iii) The execution, delivery and performance of this Agreement does
not or will not, and the consummation by Issuer of any of the
transactions contemplated hereby will not, constitute or
result in (i) a breach or violation of or a default under, its
articles or certificate of incorporation or by-laws, or the
comparable governing instruments of any of its subsidiaries,
or (ii) a breach or violation of or a default under, any
agreement, lease, contract, note, mortgage, indenture,
arrangement or other obligation of it or any of its
subsidiaries (with or without the giving of notice, the lapse
of time or both) or under any law, rule, ordinance or
regulation or judgment, decree, order, award or governmental
or non-governmental permit or license to which it or any of
its subsidiaries is subject.
(b) Grantee hereby represents and warrants to Issuer that Grantee
has full corporate power and authority to enter into this Agreement and, subject
to obtaining the approvals referred to in this Agreement, to consummate the
transactions contemplated by this Agreement; the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Grantee; and
this Agreement has been duly executed and delivered by Grantee and constitutes a
valid and legally binding obligation of Grantee enforceable in accordance with
its terms.
9. ASSIGNMENT. Neither of the parties hereto may assign any of its
rights or obligations under this Agreement or the Option created hereunder to
any other person, without the express written consent of the other party, except
that in the event a Triggering Event shall have occurred prior to an Exercise
Termination Event, Grantee, subject to the express provisions hereof, may assign
in whole or in part its rights and obligations hereunder to an affiliate of
Grantee.
10. FILINGS; OTHER ACTIONS. Each of Grantee and Issuer will use its
best efforts to make all filings with, and to obtain consents of, all third
parties and regulatory and governmental authorities necessary to the
consummation of the transactions contemplated by this Agreement, including,
without limitation, notices and filings under the HSR Act.
11. TOTAL PROFIT. (a) Notwithstanding any other provision of this
Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined)
exceed the Total Profit Amount (as defined in Section 19 below) less the amount
of any fee paid pursuant to the applicable provision of Section 8.3 of the
Merger Agreement and, if it otherwise would exceed such amount, the Grantee, at
its sole election, shall either (i) reduce the number of shares of Common Stock
subject to this
9
Option, (ii) deliver to Issuer for cancellation Option Shares previously
purchased by Grantee, (iii) pay cash to Issuer, or (iv) any combination thereof,
so that Grantee's actually realized Total Profit shall not exceed such amount
after taking into account the foregoing actions. The Grantee's obligation
pursuant to this Section 11 shall exist whether the Option is exercised before
or after any fee is paid pursuant to Section 8.3 of the Merger Agreement.
(b) Notwithstanding any other provision of this Agreement, this
Option may not be exercised for a number of shares as would, as of the date of
exercise, result in a Notional Total Profit (as defined below) of more than the
Total Profit Amount less the amount of any fee paid pursuant to the applicable
provision of Section 8.3 of the Merger Agreement.
(c) As used herein, the term "TOTAL PROFIT" shall mean the aggregate
amount (before taxes) of the following: (i) (x) the net cash amounts received by
Grantee pursuant to the sale of Option Shares (or any other securities into
which such Option Shares are converted or exchanged) to any unaffiliated party,
less (y) the Grantee's purchase price of such Option Shares, (ii) any amounts
received by Grantee on the transfer of the Option (or any portion thereof) to
any unaffiliated party, and (iii) any amount equivalent to the foregoing with
respect to the Substitute Option.
(d) As used herein, the term "NOTIONAL TOTAL PROFIT" with respect to
any number of shares as to which Grantee may propose to exercise this Option
shall be the Total Profit determined as of the date of such proposed exercise
assuming that this Option were exercised on such date for such number of shares
and assuming that such shares, together with all other Option Shares (or any
other securities into which such Option Shares are converted or exchanged) held
by Grantee and its affiliates as of such date, were sold for cash at the closing
market price for the Common Stock as of the close of business on the preceding
trading day.
12. SPECIFIC PERFORMANCE. The parties hereto acknowledge that
damages would be an inadequate remedy for a breach of this Agreement by either
party hereto and that the obligations of the parties hereto shall be enforceable
by either party hereto through injunctive or other equitable relief.
13. SEVERABILITY. If any term, provision, covenant or restriction
contained in this Agreement is held by a court or a federal or state regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions and covenants and restrictions contained in
this Agreement shall remain in full force and effect, and shall in no way be
affected, impaired or invalidated.
14. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be deemed to have been duly given when delivered
in person, by fax, telecopy, or by registered or certified mail (postage
prepaid, return receipt requested) at the respective addresses of the parties
set forth in the Merger Agreement.
15. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
10
16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
17. EXPENSES. Except as otherwise expressly provided herein, each of
the parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.
18. ENTIRE AGREEMENT. Except as otherwise expressly provided herein
or in the Merger Agreement, this Agreement contains the entire agreement between
the parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereof,
written or oral. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assignees. Nothing in this Agreement, expressed or
implied, is intended to confer upon any party, other than the parties hereto,
and their respective successors except as assignees, any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided herein.
19. CAPTIONS; CERTAIN DEFINITIONS; CAPITALIZED TERMS. The Article,
Section and paragraph captions herein are for convenience of reference only, do
not constitute part of this Agreement and shall not be deemed to limit or
otherwise affect any of the provisions hereof. As used in this Agreement, the
following terms shall have the meanings set forth below:
"OPTION AMOUNT" shall mean (i) if the Triggering Event giving rise
to the exercise of the Option shall have occurred as a result of the $10,662,000
Termination Amount provided for in Section 8.3 of the Merger Agreement becoming
payable, 3,760,000 shares of Common Stock and, (ii) if the Triggering Event
giving rise to the exercise of the Option shall have occurred as a result of the
$42,648,000 Termination Amount provided for in Section 8.3 of the Merger
Agreement becoming payable, 7,558,300 shares of Common Stock.
"OPTION PERCENTAGE" shall mean (i) if the Triggering Event giving
rise to the exercise of the Option shall have occurred as a result of the
$10,662,000 Termination Amount provided for in Section 8.3 of the Merger
Agreement becoming payable, 9.9% and, (ii) if the Triggering Event giving rise
to the exercise of the Option shall have occurred as a result of the $42,648,000
Termination Amount provided for in Section 8.3 of the Merger Agreement becoming
payable, 19.9%
"TOTAL PROFIT AMOUNT" shall mean (i) if the Triggering Event giving
rise to the exercise of the Option shall have occurred as a result of the
$10,662,000 Termination Amount provided for in Section 8.3 of the Merger
Agreement becoming payable, 10,662,000 and, (ii) if the Triggering Event giving
rise to the exercise of the Option shall have occurred as a result of the
$42,648,000 Termination Amount provided for in Section 8.3 of the Merger
Agreement becoming payable, $42,648,000.
11
Capitalized terms used in this Agreement and not defined herein shall have the
meanings assigned thereto in the Merger Agreement. All references herein to "$"
or "dollars" shall refer to United States Dollars.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed on its behalf by its officers thereunto duly authorized, all as of
the date first above written.
QUEBECOR PRINTING INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President & Chief Executive Officer
By: /s/ Xxxxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Executive Vice President
WORLD COLOR PRESS, INC.
By: /s/ Xxxxxxxx Xxxxx
------------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice Chairman, Chief Legal and
Administrative Officer and
Secretary
