Exhibit 10.23
R.R. DONNELLEY & SONS COMPANY
DIRECTOR RESTRICTED STOCK UNIT AWARD
This Restricted Stock Unit Award (“Award”) is granted as of this XXXXXXXX (the “Grant Date”) by R.R. Donnelley &
Sons Company, a Delaware corporation (the “Company”), to XXXXX (“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 XXXXX 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 paragraph 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 (or, in the Company’s
discretion, cash based on the fair market value of the Common Stock on the date of distribution) equal to one-third of the
RSUs and cash in the amount of Dividend Equivalents (as defined below) earned with respect to such RSUs pursuant to
paragraph 4 below shall be delivered to Grantee within 60 days of the Vesting Date in accordance with the terms of the
2004 PIP.
(b) On the date Grantee ceases to be a member of the Board of Directors of the Company (the “Board”) (and has
otherwise separated from service with the Company within the meaning of Treasury Regulation § 1.409A-1(h)), shares of
Common Stock (or, in the Company’s discretion, cash based on the fair market value of the Common Stock on the date of
distribution) with respect to any remaining RSUs and cash in the amount of Dividend Equivalents earned with respect to
such RSUs pursuant to paragraph 4 below shall be delivered to Grantee within 60 days of such separation from service in
accordance with the