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EXHIBIT 4
QUEBECOR WORLD USA EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I.
PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN
1.1 PURPOSE AND SCOPE
The purpose of the Quebecor World USA Employee Stock Purchase Plan is
to assist employees of Quebecor Printing (USA) Holdings Inc. and its
Subsidiaries (the "Employer") in acquiring a stock ownership interest in their
ultimate parent Quebecor World Inc. ("Quebecor") pursuant to a plan which is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended.
1.2 ADMINISTRATION OF PLAN
The Plan shall be administered by the Committee. The Committee shall
have the power to make, amend and repeal rules and regulations for the
interpretation and administration of the Plan consistent with the qualification
of the Plan under Section 423 of the Code. The Committee shall have the power to
determine all questions regarding eligibility to participate in the Plan, to
interpret the Plan and to remedy any ambiguities or inconsistencies in any Plan
provisions. The Committee is also authorized to change the Offering Periods,
Offering Dates and Exercise Dates under the Plan by providing written notice to
all Employees prior to the date on which such changes will take effect. The
Committee may delegate administrative tasks under the Plan to one or more
agents. The Committee's interpretation and decisions in respect to the Plan
shall be final and conclusive.
ARTICLE II.
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have
the meaning specified below unless the context clearly indicates to the
contrary. The singular pronoun shall include the plural where the context so
indicates.
2.1. "BOARD" shall mean the Boards of Directors of the Company and
Quebecor.
2.2. "COMMON STOCK" shall mean subordinate voting shares of Quebecor
without par value per share.
2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.4 "COMMITTEE" shall mean a committee comprised of two officers from
each of Quebecor World (USA) Inc. and the Company, which Committee shall
administer the Plan as provided in Section 1.2 hereof. The Company shall have
the power to appoint and remove the members of the Committee.
2.5 "COMPANY" shall mean Quebecor Printing (USA) Holdings Inc., a Delaware
corporation.
2.6 "COMPENSATION" shall mean the base salary paid to an Employee by an
Employer in accordance with established payroll procedures.
2.7 "ELIGIBLE EMPLOYEE" shall mean an Employee who (a) in the case of an
Employee classified as a permanent Employee by his or her Employer, (i) is
customarily scheduled to work at least 20 hours per week, and (ii) whose
customary employment is anticipated to be more than five (5) months in a
calendar year, or (b) in the case of an Employee classified as a temporary
Employee by his or her Employer, (i) he or she has completed at least two (2)
years of continuous employment with one or more Employers, (ii) is customarily
scheduled to work at least 20 hours per week, and (iii) whose customary
employment is anticipated to be more than five (5) months in a calendar year.
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2.8 "EMPLOYEE" shall mean any employee, as such term is defined in Code
Section 3121(d), of any Employer.
2.9 "EMPLOYER" shall mean the Company or a Subsidiary which employs a
Participant of Eligible Employee.
2.10 "EXERCISE DATE" shall mean each June 30 and December 31.
2.11 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
2.12 "FAIR MARKET VALUE" of a share of Common Stock as of a given date
shall mean (i) if the Common Stock is listed on a securities exchange, then the
average of the regular (not taking into account extended trading sessions)
closing prices of the sales of Common Stock on the trading date previous to such
date as reported by all securities exchanges on which such securities may at the
time be listed, or, if there have been no sales on any such exchange on the
trading date previous to such date, the average of the highest bid and lowest
asked prices on all such exchanges at the close of business on the trading day
previous to such date, or (ii) if on any date no such shares of Common Stock are
so listed, then the average of the representative bid and asked prices quoted in
the NASDAQ National Market as reported in THE WALL STREET JOURNAL on the trading
date previous to such date, or (iii) if on any date such securities are not
quoted in the NASDAQ National Market, the average of the highest bid and lowest
asked prices on the trading date previous to such date in the U.S. domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, or (iv) if Common Stock is
not publicly traded or quoted or sold in the over-the-counter market, the fair
market value of a share of Common Stock as established by the Committee acting
in good faith.
2.13 "OFFERING DATE" shall mean each January 1 and July 1.
2.14 "OFFERING PERIOD" shall mean the period beginning on an Offering Date
and ending on the next succeeding Exercise Date.
2.15 "OFFERING PRICE" shall mean the purchase price of a share of Common
Stock hereunder as provided in Section 4.2 hereof.
2.16 "PARTICIPANT" shall mean any Eligible Employee who elects to
participate in the Plan.
2.17 "PLAN" shall mean this Quebecor World USA Employee Stock Purchase
Plan, as the same may be amended from time to time.
2.18 "PLAN ACCOUNT" shall mean a bookkeeping account established and
maintained by the Company or its agent in the name of each Participant.
2.19 "QUEBECOR" shall mean Quebecor World Inc.
2.20 "SUBSIDIARY" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations other than
the last corporation in the unbroken chain then owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.
ARTICLE III.
PARTICIPATION
3.1 ELIGIBILITY
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An Eligible Employee may participate in the Plan if immediately after
the applicable Offering Date, such Employee would not be deemed for purposes of
Section 423(b)(3) of the Code to possess 5% or more of the total combined voting
power or value of all classes of stock of Quebecor, the Company or any
Subsidiary.
3.2 ELECTION TO PARTICIPATE; PAYROLL DEDUCTIONS
(a) An Eligible Employee may participate in the Plan by means of
payroll deductions. An Eligible Employee may elect to participate in the Plan
during an Offering Period by delivering to his or her Employer, at such time as
the Committee may establish, prior to the Offering Date on which such Offering
Period commences a written payroll deduction authorization on a form prescribed
by the Committee.
(b) Payroll deductions shall be equal to at least 1%, but not more
than 4%, of the Participant's Compensation as of the Offering Date, subject to
the provisions of Section 4.4 hereof. Amounts deducted from a Participant's
Compensation pursuant to this Section 3.2(b) shall be credited to the
Participant's Plan Account.
(c) A Participant may change his or her amount of payroll deduction
effective as of the next following Offering Date by filing a written
notification with his or her Employer on such form and within such time prior to
the Offering Date on which such Offering Period commences as the Committee shall
prescribe.
3.3 LEAVES OF ABSENCE
During leaves of absence approved by a Participant's Employer and
meeting the requirements of Regulation Section 1.421-7(h)(2) under the Code, a
Participant may continue participation in the Plan by making cash payments to
his or her Employer on his or her normal payday equal to his or her authorized
payroll deduction.
ARTICLE IV.
PURCHASE OF SHARES
4.1 COMPANY CONTRIBUTION
On each Exercise Date, the Company shall contribute to the Plan
Account of each Participant who is an Eligible Employee on such Exercise Date an
amount equal to 17.5% of the amount such Participant contributed to his or her
Plan Account (exclusive of any amounts carried over from a prior Offering
Period) during the respective Offering Period. If, in accordance with Section
6.1(b) hereof, a Participant withdraws his or her payroll deductions from the
Plan at any time prior to his or her deemed exercise of his or her right to
purchase shares of Common Stock under the Plan on an Exercise Date, the
individual shall cease to be a Participant, and the Company shall not make any
contribution to the Plan on his or her behalf on such Exercise Date.
4.2 OFFERING PRICE
The Offering Price per share of the Common Stock sold to Participants
hereunder for such Offering Period shall be the lesser of (i) the Fair Market
Value of such share on the Exercise Date or (ii) the Fair Market Value of such
share on the Offering Date.
4.3 PURCHASE OF SHARES
(a) On each Exercise Date on which he or she is employed, each
Participant will automatically and without any action on his or her part be
deemed to have exercised his or her right to
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purchase at the Offering Price the largest number of whole shares of Common
Stock which can be purchased with the amount in the Participant's Plan Account.
The balance, if any, remaining in the Participant's Plan Account (after exercise
of his or her option) as of an Exercise Date shall be carried forward to the
next Offering Period, unless the Participant elects to withdraw from the Plan
pursuant to Section 6.1 hereof after the Exercise Date and prior to the next
following Exercise Date.
(b) As soon as practicable following each Exercise Date, the Company
or the Employer will direct the Committee to credit an account for the benefit
of the Participant at a bank, brokerage firm or otherwise in book entry form
that number of shares purchased by such Participant pursuant to Section 4.3(a)
hereof. Certificates for the actual shares credited to the Participant shall
only be issued and delivered to Participant upon his or her request. Quebecor or
any Employer may charge the Participant a fee for the issuance of the stock
certificate. In the event Quebecor is required to obtain from any commission or
agency authority to issue the stock to the participant, Quebecor will use
reasonable efforts to obtain such authority. The inability of Quebecor to obtain
from any such commission or agency authority which counsel for Quebecor deems
necessary for the lawful issuance of any such stock shall relieve any of the
Companies from liability to any Participant except to refund to him or her the
amount withheld.
4.4 LIMITATIONS ON PURCHASE
No Employee shall be granted any rights under the Plan to purchase
Common Stock under the Plan and/or any other employee stock purchase plan of
Quebecor, the Company or any Subsidiary which purchases will accrue at an
aggregate rate which exceeds $25,000 (as measured by the Fair Market Value of
such Common Stock on the Offering Date) for each calendar year such right is
outstanding. For purposes of this Section 4.4, the right to purchase Common
Stock under the Plan accrues when the right (or any portion thereof) becomes
exercisable, and the right to purchase Common Stock which has accrued under the
Plan may not be carried over to any other option plan or program or other right
to purchase Common Stock maintained by the Company, Quebecor or any Subsidiary.
4.5 TRANSFERABILITY OF RIGHTS
Rights to purchase Common Stock granted under the Plan shall not be
transferable and are exercisable only by the Participant. The rights to purchase
Common Stock or interest or right therein or part thereof shall not be liable
for the debts, liabilities, obligations, contracts or engagements of the
Participant or his or her successors in interest and shall not be subject to
disposition by alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempt at transfer or
disposition thereof shall be null and void and of no force or effect.
ARTICLE V.
PROVISIONS RELATING TO COMMON STOCK
5.1 COMMON STOCK RESERVED
There shall be two million (2,000,000) authorized but unissued or
reacquired shares of Common Stock reserved for issuance pursuant to this Plan,
subject to adjustment in accordance with Section 5.2 hereof.
5.2 ADJUSTMENT FOR CHANGES IN COMMON STOCK
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In the event that adjustments are made in the number of outstanding
shares of Common Stock or the shares are exchanged for a different class of
stock of Quebecor by reason of stock dividend, stock split, merger,
recapitalization or other subdivision, Quebecor shall make appropriate
adjustments in (a) the number and class of shares or other securities that may
be reserved for purchase hereunder and (b) the Offering Price of outstanding
rights to purchase Common Stock.
5.3 MERGER, ACQUISITION OR LIQUIDATION
In the event of the merger or consolidation of Quebecor into another
corporation, the acquisition by another corporation of all or substantially all
of Quebecor's assets or 80% or more of Quebecor's then outstanding voting stock
or the liquidation or dissolution of Quebecor, the Exercise Date with respect to
outstanding rights under the Plan shall be the business day immediately
preceding the effective date of such merger, consolidation, acquisition,
liquidation or dissolution unless Quebecor shall, in its sole discretion,
provide for the assumption or substitution of the rights to purchase Common
Stock in a manner complying with Section 424(a) of the Code. In the event the
Company or any Subsidiary ceases to be a Subsidiary of Quebecor by reason of
sale, liquidation, merger or consolidation into another corporation, other than
sale or merger with or into the Company or another Subsidiary, then the
participation of each Eligible Employees of the relevant Employer in the Plan
shall terminate on the date immediately preceding the effective date of such
merger or consolidation, sale or liquidation.
5.4 INSUFFICIENT SHARES
If the aggregate funds available for the purchase of Common Stock on
any Exercise Date would cause an issuance of shares in excess of the number
provided for in Section 5.1 hereof, (a) the Committee shall proportionately
reduce the number of shares that would otherwise be purchased by each
Participant in order to eliminate such excess, and (b) the Plan shall
automatically terminate immediately after such Exercise Date.
5.5 RIGHTS AS STOCKHOLDERS
With respect to shares of Common Stock subject to a right to purchase,
a Participant shall not be deemed to be a stockholder and shall not have any of
the rights or privileges of a stockholder, unless and until shares have actually
been issued to him or her following exercise of his or her rights.
ARTICLE VI.
TERMINATION OF PARTICIPATION
6.1 CESSATION OF CONTRIBUTIONS; VOLUNTARY WITHDRAWAL
(a) A Participant may cease payroll deductions during an Offering
Period by delivering written notice of such cessation to the Employer by which
such Participant is employed within such time as the Committee may determine.
Upon any such cessation, such Participant may elect either to withdraw from the
Plan pursuant to subsection (b) below or to have amounts credited to his or her
Plan Account held in the Plan for the purchase of Common Stock pursuant to
Section 4.3. A Participant who ceases contributions to the Plan during any
Offering Period shall not be permitted to resume contributions to the Plan
during such Offering Period.
(b) A Participant may withdraw from the Plan at any time by written
notice to his or her Employer Participant prior to the close of regular trading
on the stock exchange(s) on which the Common Stock is traded on an Exercise
Date. As soon as practicable after the notice of withdrawal is delivered, the
Company shall refund the entire cash amount, if any, in a Participant's Plan
Account to him or her, and thereupon, the Participant's payroll deduction
authorization (or his or her lump-sum payment agreement, as applicable), his or
her interest in the Plan and his or her option under the Plan shall terminate.
Any Eligible
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Employee who withdraws from the Plan may again become a Participant in
accordance with Section 3.2 hereof as of any subsequent Offering Period.
6.2 TERMINATION OF ELIGIBILITY
(a) If a Participant ceases to be eligible under Section 3.1 hereof
for any reason other than disability (within the meaning of Section 22(e)(3) of
the Code), such individual will cease to be eligible to participate in the Plan
and the cash amount in such Participant's Plan Account will be refunded to the
Participant or his or her designated beneficiary or estate as soon as
practicable after his or her termination of employment or other cessation of
eligibility.
(b) If during an Offering Period a Participant ceases to be eligible
under Section 3.1 hereof by reason of disability (within the meaning of Section
22(e)(3) of the Code) such Participant may elect to either have the cash in his
or her Plan Account refunded or to have such Plan Account applied toward the
purchase of shares on the Exercise Date with respect to such Offering Period. If
such a Participant elects to apply his or her Plan Account toward the purchase
of shares and after such Exercise Date the Participant has cash remaining in his
or her Plan Account, such cash shall be refunded to the Participant. Such a
Participant shall cease participation in the Plan immediately following such
Exercise Date and shall not be a Participant in any subsequent Offering Periods
unless they again satisfy the eligibility requirements of Section 3.1.
(c) Upon payment by an Employer to the Participant or his or her
successors in interest upon his or her death of the remaining balance, if any,
in Participant's Plan Account, the Participant's interest in the Plan and all of
the Participant's rights under the Plan shall terminate.
ARTICLE VII.
GENERAL PROVISIONS
7.1 CONDITION OF EMPLOYMENT
Neither the creation of the Plan nor an Employee's participation
therein shall be deemed to create any right of continued employment or in any
way affect the right of an Employer to terminate an Employee at any time with or
without cause and, with or without notice and without further obligation or
compensation.
7.2 AMENDMENT OF THE PLAN
(a) The Committee may amend, suspend or terminate the Plan at any
time and from time to time without prior notice; provided, however, that without
approval of Quebecor stockholders given within 12 months before or after action
by the Committee, the Plan may not be amended to increase the maximum number of
shares subject to the Plan or change the designation or class of Eligible
Employees.
(b) Upon termination of the Plan, the cash balance in each
Participant's Plan Account shall be refunded as soon as practicable following
such termination.
7.3 USE OF FUNDS; NO INTEREST PAID
All funds received by Quebecor by reason of purchase of Common Stock
hereunder will be included in the general funds of Quebecor free of any trust or
other restriction and may be used for any corporate purpose. No interest will be
paid to any Participant or credited to any Plan Account under the Plan.
7.4 TERM; APPROVAL BY STOCKHOLDERS
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The Plan shall terminate on the tenth anniversary of the date of its
initial approval by the stockholders of Quebecor, unless earlier terminated by
action of the Committee. No rights to purchase Common Stock may be granted
during any period of suspension of the Plan nor after termination of the Plan.
The Plan will be submitted for the approval of Quebecor's stockholders within 12
months after the date of the Board's initial adoption of the Plan. Rights to
purchase Common Stock may be granted prior to such stockholder approval;
provided, however, that such rights shall not be exercisable prior to the time
when the Plan is approved by the stockholders; provided further that if such
approval has not been obtained by the end of said 12-month period, all rights
previously granted under the Plan shall thereupon be canceled and become null
and void and the cash balance in each Participant's Plan Account shall be
refunded as provided in Section 7.2(b).
7.5 EFFECT UPON OTHER PLANS
The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for Quebecor, the Company or any Subsidiary. Nothing
in this Plan shall be construed to limit the right of Quebecor, the Company or
any Subsidiary (a) to establish any other forms of incentives or compensation
for employees of the Company or any Subsidiary or (b) subject to Section 4.4 to
grant or assume options or rights to purchase stock otherwise than under this
Plan in connection with any authorized corporate purpose, including, but not by
way of limitation, the grant or assumption of options, or rights to purchase
stock in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
firm or association.
7.6 CONFORMITY TO SECURITIES LAWS
Notwithstanding any other provision of this Plan, this Plan and the
participation in this Plan by any individual who is then subject to Section 16
of the Exchange Act shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
application of such exemptive rules. To the extent permitted by applicable law,
the Plan shall be deemed amended to the extent necessary to conform to such
applicable exemptive rules.
7.7 NOTICE OF DISPOSITION OF SHARES
The Company and/or Quebecor may require any Participant to give
Quebecor and/or any Employer prompt notice of any disposition of shares of
Common Stock, acquired pursuant to the Plan, within two years after the
applicable Offering Date with respect to such shares or within one year after
the applicable Exercise Date with respect to such shares. Quebecor may direct
that the certificates or book entry evidencing shares acquired pursuant to the
Plan refer to such requirement.
7.8 TAX WITHHOLDING
An Employer may be entitled to require payment in cash or deduction
from other compensation payable to each Participant of any sums required by
federal, state or local tax law to be withheld with respect to any purchase of
shares of Common Stock under the Plan or any sale of such shares.
7.9 GOVERNING LAW
The Plan and all rights and obligations thereunder shall be construed
and enforced in accordance with the laws of the State of Delaware.
QUEBECOR WORLD INC.
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
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QUEBECOR PRINTING (USA) HOLDINGS INC.
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
* * * * *
I hereby certify that the foregoing Quebecor World USA Employee Stock
Purchase Plan was duly approved by the Board of Directors of Quebecor World Inc.
as of [________________.]
I hereby certify that the Quebecor World USA Employee Stock Purchase
Plan was duly approved by the stockholders of Quebecor World Inc. on
[__________.]
_____________________________________
An Officer of Quebecor World Inc.
I hereby certify that the foregoing was duly approved by the Board of
Directors of Quebecor Printing (USA) Holdings Inc. on _____________, 2000.
_____________________________________
An Officer of Quebecor Printing (USA)
Holdings Inc.
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