R.R. DONNELLEY & SONS COMPANY
STOCK UNIT AWARD, AMENDED
This Stock Unit Award (“Award”) was granted as of XXXXXXXXXX by R.R. Donnelley & Sons Company, a Delaware
corporation (the “Company”), to XXXXXXXX (“Grantee”) and is hereby amended to conform with the requirements of section
409A of the Internal Revenue Code of 1986, as amended (the “Code”).
1. Grant of Award . Under the Award, the Company credited to Grantee XXXX stock units (the “Stock Units”), subject to
the restrictions and on the terms and conditions set forth herein. This Award was 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 amendment to the Award by
signing and returning a copy hereof.
2. Vesting .
(a) Except to the extent otherwise provided in paragraph 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 from Service .
(a) If Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h), hereinafter a
“Separation from Service”) by reason of death, or Disability (as defined as in the Company’s long-term disability policy as
in effect at the time of Grantee’s disability), any portion of the Stock Units that is unvested as of the date of such
Separation from Service shall become fully vested.
(b) If Grantee has a Separation from Service either (i) prior to age 65 by reason of a Qualifying Retirement at any time
prior to the first anniversary of the grant date or (ii) on account of retirement on or after age 65, any portion o