R.R. DONNELLEY & SONS COMPANY
STOCK UNIT AWARD, AMENDED
This Stock Unit Award (“Award”) was granted as of XXXXXXX by R.R. Donnelley & Sons Company, a Delaware
corporation (the “Company”), to XXXXXXXXXX (“Grantee”), and is hereby amended to conform with the requirements of
section 409A of the Internal Revenue Code of 1984, as amended (the “Code”).
1. Grant of Award . The Company hereby credits to Grantee XXXXX stock units (the “Stock Units”), subject to the
restrictions and on the terms and conditions set forth herein. This Award is 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 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 Acceleration Date associated with a Change in Control, any portion of the Stock Units that is not fully
vested, 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), 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 prior to age 65 by reason of a Qualifying Retirement at any time prior to the
first anniversary of the grant date, any portion of the Stock Units that is unvested as of the date of such Separation from