Exhibit 10.26
R.R. DONNELLEY & SONS
COMPANY
DIRECTOR RESTRICTED STOCK UNIT
AWARD
This Restricted Stock Unit Award
(“Award”) is granted as of this
day of
(the “Grant Date”) by R.R. Donnelley &
Sons Company, a Delaware corporation (the “Company”),
to
(“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
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 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
Directors of the Company (the “Board”) or such other
date as required by Section 409A of the Internal Revenue Code
of 1986, as amended (“Section 409A”), by delivering a
Deferral Election to the Company in accordance with
Section 409A.
(b) On the date the Grantee ceases
to be a member of the Board or such other date as required by
Section 409A, shares of Common Stock with respect to any
remaining RSUs (including any Vesting RSUs deferred by the Grantee)
and cash in the amount of Dividend Equivalents earned with respect
to such RSUs pursuant to paragraph 4 below shall be delivered to
the Grantee.
(c) Upon the Acceleration Date
associated with a Change in Control, shares of Common Stock with
respect to any remaining RSUs (including any Vesting RSUs deferred
by the Grantee) and cash in the amount of Dividend Equivalents
earned with respect to such RSUs pursuant to paragraph 4 below
shall be delivered to the Grantee in accordance with the terms of
the 2004 PIP.
(d) Each RSU shall be cancelled upon
the issuance of a share of Common Stock (or cash with respect to
fractional shares) with respect thereto.
3. Fractional Shares . Any
fractional shares of Common Stock that would otherwise be
deliverable as set forth above, shall be paid in cash based upon
the fair market value of a share of Common Stock on the date of
distribution.
4. Dividends . Dividends or
other distributions that are payable (other than dividends or
distributions for which the record date is prior to the date
hereof) during the period commencing on the date hereof and ending
on the date on which no RSUs shall remain outstanding (due to
issuance of shares of Common Stock (or cash) in satisfaction of
RSUs pursuant to paragraphs 2 and 3) on a like number of shares of
Common Stock as are equal to the number of RSUs then outstanding
shall be credited to a book keeping account for the Grantee (the
“Dividend Equivalents”). Such accounts shall be
credited quarterly (beginning on the last day of the calendar
quarter in which the first credit to the account was made) with an
amount of interest on the balance (including interest previously
credited) at an annual rate equal to the then current yield
obtainable on United States government bonds having a maturity date
of approximately five years.
5. Rights as a Shareholder .
Prior to issuance, Grantee shall not have the right to vote, nor
have any other rights of ownership in, the shares of Common Stock
to be issued in satisfaction of the RSUs.
6. Withholding Taxes
.
(a) As a condition precedent to the
issuance to Grantee of any shares of Common Stock pursuant to this
Award, th
