R.R. DONNELLEY & SONS COMPANY
PERFORMANCE UNIT AWARD (2004 PIP)
This Performance Unit Award (“Award”) is granted as of [Date], by R. R. Donnelley & Sons Company (the “Company”) to
1. Grant of Award . The Company hereby credits to Grantee XXXXX stock units (the “Performance Units”), subject to the
restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the R. R.
Donnelley & Sons Company 2004 Performance Incentive Plan (“2004 PIP”). Capitalized terms not defined herein shall have the
meanings specified in the 2004 PIP. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.
2. Determination of Achievement; Distribution of Award .
(a) The number of shares of common stock, par value $1.25 per share, of the Company (the “Common Stock”) payable
in respect of one-half of the Performance Units will be determined based on the performance of the Company against the
“Cost Savings Matrix,” and one-half will be determined based on the performance of the Company against the “Normalized
Earnings Per Share Matrix”, each as shown on Attachment A hereto. Promptly following XXXXXX (or promptly following
such earlier date as of which, pursuant to Section 4 hereof, a determination of the attainment by the Company of the
targets set forth on the Cost Savings Matrix and/or the Normalized Earnings Per Share Matrix is to be made), the Committee
(as defined in the 2004 PIP) shall determine whether and to what extent the Cost Savings and Normalized Earnings Per
Share targets have been met.
(b) Distribution with respect to this Award shall be made as soon as practicable following the determination described
in (a) above. Distribution of this Award may be made in Common Stock, cash (based upon the fair market value of the
Common Stock on the date of distribution) or any combination thereof as determined by the Committee.
3. Dividends; Voting .
(a) No divid