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LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

Executive Compensation Plan Agreement

LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT | Document Parties: BOWNE & CO INC You are currently viewing:
This Executive Compensation Plan Agreement involves

BOWNE & CO INC

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Title: LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT
Governing Law: New York     Date: 3/16/2009
Industry: Printing Services     Sector: Services

LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT, Parties: bowne & co inc
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Exhibit 10.16

LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT

AMENDED LONG-TERM EQUITY INCENTIVE AWARD AGREEMENT — 2008

pursuant to the

BOWNE & CO., INC.
1999 INCENTIVE COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS
OF DECEMBER 31, 2008

* * * * * * *

 

 

 

Participant:

 

«First» «Last»

 

 

 

Date of Grant:

 

«Award_Date»

 

 

 

Number of Restricted Stock Units granted:       «Shares»

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

conditions:

(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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