R.R. DONNELLEY & SONS COMPANY
DIRECTOR RESTRICTED STOCK UNIT AWARD
THIS AMENDMENT TO DIRECTOR RESTRICTED STOCK UNIT AWARD (this “Amendment”) is made as of
May 21, 2009 by and between R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and XXXXXXXX
WHEREAS, the Company and Grantee are parties to a Director Restricted Stock Unit Award dated May 28, 2008 (the
WHEREAS, the Company and Grantee have determined that it would be in the best interests of the Company and Grantee
if the Award Agreement was amended to allow for deferral of payment of all or any portion of the award in accordance with the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which hereby are acknowledged,
the parties hereto hereby agree as follows:
1. Section 2 of the Award Agreement shall be deleted and replaced in its entirety by the following language:
“ Issuance of Common Stock in Satisfaction of Restricted Stock Units .
(a) Except to the extent otherwise provided in paragraphs 2(b) or (c) below, on each of the first, second and third
anniversary of the Grant Date (the “Vesting Dates”) the number of shares of Common Stock equal to one-third of the RSUs
(the “Vesting RSUs”) and cash in the amount of Dividend Equivalents (as defined below) earned with respect to such
Vesting RSUs pursuant to paragraph 4 below shall be delivered to the Grantee; provided , however , that the Grantee may
elect to defer the delivery of the shares of Common Stock underlying any of the Vesting RSUs until the date such Grantee
ceases to be a member of the Board of Directors of the Company (the “Board”) or such other date as required by
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), by delivering a Deferral Election to the
Company in accordance with Section 409A.
(b) On the date the Grantee ceases to be a member o