LONG-TERM EQUITY INCENTIVE AWARD
AGREEMENT
AMENDED LONG-TERM EQUITY INCENTIVE
AWARD AGREEMENT — 2008
BOWNE & CO., INC.
1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE
AS
OF DECEMBER 31, 2008
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«First»
«Last»
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«Award_Date»
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Number of
Restricted Stock Units granted:
«Shares»
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This Long-Term
Equity Incentive Award Agreement (this “Agreement”) is
made as of the Date of Grant set forth above by and between Bowne
& Co., Inc., a Delaware corporation (the
“Company”), and the individual whose name is set forth
above (“Participant”), whose address is in care of
Bowne & Co., Inc., pursuant to the Company’s 1999
Incentive Compensation Plan, as amended and restated effective as
of December 31, 2008 (the “Plan”). The terms of
the Plan are incorporated herein by reference, and terms defined in
the Plan have the same meanings in this Agreement unless the
context otherwise requires. This Agreement is subject in all
respects to the terms and provisions of the Plan (including,
without limitation, any amendments thereto adopted at any time and
from time to time unless such amendments are expressly intended not
to apply to the award provided hereunder). Participant hereby
acknowledges receipt of a true copy of the Plan that Participant
has read the Plan carefully and fully understands its content, and
hereby agrees to be bound by all the terms and provisions thereof.
In the event of a conflict between the terms of this Agreement and
the terms of the Plan, the terms of the Plan shall
control.
1. Grant of
Restricted Stock Units .
The Company hereby grants to the Participant, as of the Date of
Grant specified above, the number of Restricted Stock Units
specified above (the “Target Award”) with respect to
the Common Stock of the Company (“Common Stock”).
Subject to the terms and conditions herein set forth, these
Restricted Stock Units represent contingent commitments by the
Company to issue and deliver (hereafter referred to as
“conversion”) to Participant, in recognition of
Participant’s continued service to the Company and at no cost
to Participant, shares of Common Stock at a future date. This
Agreement does not entitle Participant to any payment of cash
compensation.
The Participant
agrees and understands that nothing contained in this Agreement
provides, or is intended to provide, the Participant with any
protection against potential future dilution of the
Participant’s interest in the Company for any reason, except
as specified in paragraph 9 of this Agreement. The Participant
shall not have the rights of a stockholder in respect of the shares
of Common Stock underlying this Award until such Common Stock is
delivered to the Participant in accordance with paragraph 4
below.
2.
Performance Conditions. The Restricted Stock Units are subject to the
following performance
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LONG-TERM EQUITY INCENTIVE AWARD
AGREEMENT
(a)
Performance Period . Subject to the provisions of paragraph
(b), the Performance Period shall be the calendar year period
2008.
(b) Relative
Performance . The number of shares of Common Stock which
Participant will be entitled to receive from the Company upon
conversion pursuant to this Agreement following the completion of
the Performance Period is directly related to the actual level of
performance achieved during such period, defined as Threshold,
Target or Maximum.
(c) Performance Criteria
. The Committee shall employ such
criteria for evaluating the performance of the Participant, the
Company, or a division or operation of the Company, over the
Performance Period as the Committee shall in its discretion deem
appropriate in determining whether and to what extent the
Threshold, Target or Maximum Award shall be deemed achieved (the
“Performance Criteria”). These criteria are
communicated to Participant in a Performance Chart in
Appendix A, accompanying and made a part of this
Agreement.
(d)
Determination of Final Awards . Within ninety (90) days
following the completion of the Performance Period, the Committee
shall assess the relative achievement of the Performance Criteria
and determine the percentage (not to exceed 200%), if any, of the
Target Award to be awarded to Participant (the number of full
shares of Common Stock resulting from the application of such
percentage being hereinafter called the “Final Award”),
provided that the Committee shall bear no liability for any delay
in such assessment. The Committee shall have no discretion to
increase the Final Award to be determined solely on the basis of
the extent to which Performance Criteria were achieved. Upon the
determination of the Final Award, the Committee shall request the
Company to notify Participant of the number of shares of Common
Stock to be issued (the “Notification Date”), provided
that the Committee and the Company shall bear no liability for any
delay in such notification.
3. Dividend
Equivalent Rights . The Company shall maintain a bookkeeping
account for Participant (the “Distribution Equivalent
Account”) for the purpose of crediting additional shares of
Common Stock attributable to the reinvestment of dividends on the
Common Stock into which the Restricted Stock Units subject to this
Agreement may be converted, as if such dividends had been
reinvested in such Common Stock on date of such dividend payment.
On the date of payment of a cash dividend, stock dividend, and
other distributions made generally to the holders of shares of
Common Stock, from the first day through the last day of the
Performance Period, the Company shall credit to Participant’s
Distribution Equivalent Account an amount equal to (a) x (b),
where (a) equals the Target Award, and (b) equals the
dollar amount of such distribution.
The Final Award
shall include the number of shares of Common Stock in the
Distribution Equivalent Account prorated to the extent to which
Performance Criteria were achieved, as determined by the Committee
in paragraph 2(d) above.
The shares of
Common Stock credited to Participant’s Distribution
Equivalent Account shall also be subject to the same forfeiture
restrictions and restrictions on transferability as apply to the
shares of Common Stock into which the Restricted Stock Units
subject to this Agreement may be converted.
4. Delivery
of Common Stock . Subject to the terms of the Plan upon the
determination of the Final Award in paragraph 2(d) above, following
the Notification Date, the Company shall
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LONG-TERM EQUITY INCENTIVE AWARD
AGREEMENT
distribute to
Participant the number of shares of Common Stock comprising the
Final Award, but in no event shall such payment occur after the end
of the calendar year following the calendar year in which the
Performance Period ends. In connection with the delivery of the
shares of Common Stock pursuant to this Agreement, Participant
agrees to execute any documents reasonably requested by the
Company.
5.
Non-Transferability. The Restricted Stock Units created by
this Agreement are not transferable by Participant other than by
will or the laws of descent and distribution. Any attempt to
transfer contrary to the provisions hereof shall be null and
void.
6.
Termination of Employment .
(a)
Forfeiture of All Rights . If Participant’s employment
with the Company terminates for any reason other than death,
Disability or Retirement prior to the Notification Date, the
Restricted Stock Units subject to this Agreement shall immediately
be cancelled and this Agreement shall become null and void and
Participant and Participant’s beneficiary shall forfeit all
rights or interests in and with respect to the Restricted Stock
Units or the Common Shares referred to in this Agreement. The Board
or the Committee, in its sole discretion, may determine, not later
than ninety (90) days after the date of any such termination,
that all or a portion of any the Participant’s unvested
Restricted Stock Units shall not be so cancelled and forfeited
after a termination of employment occurs, but shall bear no
liability for any delay in such determination. In the event the
Restricted Stock Units are not forfeited, the Company shall
distribute to Participant in the calendar year following the
termination of employment the number of shares of Common Stock
comprising the Final Award, calculated in accordance with
Section 6(b), below.
(b)
Forfeiture of Pro-Rated Rights . If the Participant’s
employment with the Company terminates due to the
Participant’s death, Disability, Retirement or termination
under Section 6(a) above, Participant or Participant’s
beneficiary, as the case may be, will be entitled to receive a
pro-rata portion of the unforfeited portion of the Final Award,
issued to the Participant in the calendar year following the end of
the calendar year in which such termination occurs. The
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