Exhibit 10.23
R.R. DONNELLEY & SONS
COMPANY
AMENDMENT TO
DIRECTOR RESTRICTED STOCK UNIT AWARD
THIS AMENDMENT TO DIRECTOR
RESTRICTED STOCK UNIT AWARD (this “Amendment”) is made
as of May 21, 2009 by and between R.R. Donnelley &
Sons Company, a Delaware corporation (the “Company”),
and XXXXXXXX (the “Grantee”).
WHEREAS, the Company and Grantee are
parties to a Director Restricted Stock Unit Award dated
May 28, 2008 (the “Award Agreement”).
WHEREAS, the Company and Grantee
have determined that it would be in the best interests of the
Company and Grantee if the Award Agreement was amended to allow for
deferral of payment of all or any portion of the award in
accordance with the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended.
NOW THEREFORE, for good and valuable
consideration the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as
follows:
1. Section 2 of the Award
Agreement shall be deleted and replaced in its entirety by the
following language:
“ Issuance of Common Stock
in Satisfaction of Restricted Stock Units .
(a) Except to the extent otherwise
provided in paragraphs 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
equal to one-third of the RSUs (the “Vesting RSUs”) and
cash in the amount of Dividend Equivalents (as defined below)
earned with respect to such Vesting RSUs pursuant to paragraph 4
below shall be delivered to the Grantee; provided ,
however , that the Grantee may elect to defer the delivery
of the shares of Common Stock underlying any of the Vesting RSUs
until the date such Grantee ceases to be a member of the Board of
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