R.R. DONNELLEY & SONS COMPANY
DIRECTOR RESTRICTED STOCK UNIT AWARD
This Restricted Stock Unit Award (“Award”) is granted as of this day of (the “Grant Date”) by
R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), to (“Grantee”). This Award is made to
Grantee pursuant to the provisions of the Company’s 2004 Performance Incentive Plan (the “2004 PIP”). Capitalized terms not
defined herein shall have the meanings specified in the 2004 PIP.
1. Grant of Award . The Company hereby credits to Grantee restricted stock units (the “RSUs”), subject to the
restrictions and on the terms and conditions set forth herein. Grantee shall indicate acceptance of this Award by signing and
returning a copy hereof.
2. 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 of the Board or such other date as required by Section 409A,
shares of Common Stock with respect to any remaining RSUs (including any Vesting RSUs deferred by the Grantee) and
cash in the amount of Dividend Equivalents earned with res