R.R. DONNELLEY & SONS COMPANY
STOCK UNIT AWARD
This Stock Unit Award (“Award”) is granted as of January 4, 2005 by R.R. Donnelley & Sons Company, a Delaware
corporation (the “Company”), to «First_Name» «Last_Name» (“Grantee”).
1. Grant of Award . The Company hereby credits to Grantee «MWI_RSU_Grant» stock units (the “Stock Units”), subject
to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the
Company’s Moore Wallace Incorporated 2003 Long Term Incentive Plan (the “2003 LTIP”). Capitalized terms not defined herein
shall have the meanings specified in the 2003 LTIP. Grantee shall indicate acceptance of this Award by signing and returning a
2. Vesting .
(a) Except to the extent otherwise provided in paragraphs 2(b) or 3 below, the Stock Units shall vest in four equal 25%
increments on the first anniversary, second anniversary, third anniversary and fourth anniversary of the grant date.
(b) Upon the occurrence of a Change in Control, any portion of the Stock Units that is not fully vested, shall, in
accordance with the terms of the 2003 LTIP, become fully vested.
3. Treatment Upon Separation or Termination .
(a) If Grantee’s employment terminates by reason of death, Disability (as defined as in the Company’s long-term
disability policy as in effect at the time of Grantee’s disability) or retirement on or after age 65, any portion of the Stock
Units that is unvested as of the date of such a termination shall become fully vested.
(b) If Grantee’s employment terminates prior to age 65 by reason of a Qualifying Retirement at any time prior to the
first anniversary of the grant date, any portion of the Stock Units that is unvested as of the date of such a termination shall
be forfeited. If Grantee’s employment terminates prior to age 65 by reason of a Qualifying Retirement at any time after the
first anniversary of the grant date, any portion of t