R.R. DONNELLEY & SONS COMPANY
STOCK UNIT AWARD, AMENDED
This Stock Unit Award (“Award”) was granted as of XXXXXX 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 XXXXXX 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 2004 Performance Incentive Plan (the “2004 PIP”). Capitalized terms not defined herein shall have the meanings
specified in the 2004 PIP. Grantee shall indicate acceptance of this amendment to the Award by signing and returning a copy
(a) Except to the extent otherwise provided in paragraph 2(b) or 3 below, the Stock Units shall become 100% vested on
(b) Upon the Acceleration Date associated with a Change in Control, the Stock Units, shall, in accordance with the terms of
the 2004 PIP, 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), the Stock Units shall become fully vested on the date of such Separation from
(b) If Grantee has a Separation from Service by reason of retirement on or after age 65 (“Normal Retirement”) or due to an
involuntary Qualifying Retirement (“Involuntary Qualifying Retirement”), the Stock Units shall vest in accordance with the
terms of paragraph 2 above. A “Qualifying Retirement” is defined as
(i) Grantee is an active participant in a Company sponsored retirement benefit plan and is eligible to commence