Exhibit 10.9
R.R. DONNELLEY & SONS COMPANY
2004 PERFORMANCE INCENTIVE PLAN
(as adopted by the Board of Directors on December 11, 2003 and amended March 25, 2004
and April 2, 2008 and further amended October 29, 2008)
1. Plan . To provide incentives to officers, other employees and other persons providing services to R.R. Donnelley & Sons
Company (the “Company”) through rewards based upon the ownership or performance of the common stock, par value $1.25
per share, of the Company (“common stock”) or other performance measures, the Committee hereinafter designated may grant
cash or bonus awards, stock options, stock appreciation rights (“SARs”), restricted stock, stock units or combinations thereof,
to eligible participants, on the terms and subject to the conditions stated in this 2004 Performance Incentive Plan (the “Plan”). In
addition, to provide incentives to members of the Board of Directors (the “Board”) who are not employees of the Company
(“non-employee directors”), such non-employee directors are eligible to receive awards as set forth in Article V of the Plan. For
purposes of the Plan, references to employment by or service to the Company also means employment by or service to a direct
or indirect majority-owned subsidiary of the Company and employment by or service to any other entity designated by the
Board or the Committee in which the Company has a direct or indirect equity interest.
2. Eligibility . Officers and other employees of, and other persons providing services to the Company (“participants”) shall be
eligible, upon selection by the Committee, to receive cash or bonus awards, stock options, SARs, restricted stock and stock
units, either singly or in combination, as the Committee, in its discretion, shall determine. In addition, non-employee directors
shall receive awards on the terms and subject to the conditions stated in the Plan.
3. Limitation on Shares to be Issued . Subject to adjustment as provided in Section 5 of this Article I,17,000,000 shares of
common