LONG-TERM INCENTIVE AWARD AGREEMENT

Exhibit 10.20

LONG-TERM INCENTIVE AWARD AGREEMENT

pursuant to the

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

* * * * * * *

This Long-Term 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 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, which 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 Award . The Company hereby grants to the Participant, as of the Date of Grant specified above, the opportunity to receive an incentive cash payment as specified above (the “Target Award”). Subject to the terms and conditions herein set forth, this Incentive Award represents a contingent commitment by the Company to make a cash payment at a future date in recognition of Participant’s continued service to the Company.

2. Performance Conditions. The Incentive Award is subject to the following performance conditions:

(a)  Performance Period . Subject to the provisions of paragraph (b), the Performance Period shall be the period(s) specified on Appendix A, accompanying and made a part of this Agreement.

(b)  Relative Performance . The payment which Participant would be entitled to receive from the Company 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(s) as the Committee shall in its discretion deem appropriate in

LONG-TERM INCENTIVE AWARD AGREEMENT

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.

(d)  Determination of Final Awards . Within sixty (60) days following the completion of the Performance Period(s), 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 amount of the payment to be made 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 amount of the Final Award (the date on which such notification is given being the “Notification Date”), provided that the Committee and the Company shall bear no liability for any delay in such notification.

3.  Delivery of Incentive Award . Subject to the terms of the Plan, upon the determination of the Final Award in paragraph 2(d) above, but no later than two and one-half months following the end of the Performance Period, the Company shall pay to Participant the Final Award provided that the Committee and the Company shall bear no liability for any delay in such payment.

4.  Non-Transferability. The Incentive Award created by this Agreement is 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.

5.  Termination of Employment .

(a)  Forfeiture of All Rights . If Participant’s employment with the Company terminates for any reason other than Disability, Involuntary Dismissal, Retirement or death prior to the Notification Date, the Incentive Award 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 Incentive Award. The Board or the Committee, in its sole discretion, may determine, not later than sixty (60) days after the date of any such termination, that all or a portion of any of the Participant’s unvested Incentive Award shall not be so cancelled and forfeited, but shall be paid no later than two and one-half months following the end of the year in which the termination occurs. The pro-rata portion of the Incentive Award to be paid will be calculated as (a) x (b)/(c), where (a) equals the amount that would have comprised the Final Award had the last day of the final year of Participant’s employment been the last day of the Performance Period, (b) equals the number of days from the first day of the Performance Period to Participant’s last date of common law employment with the Company, and (c) equals the number of days in the Performance Period(s). The Board and the Committee shall bear no liability for any delay in such determination or payment.

(b)  Forfeiture of Pro-Rated Rights . If the Participant’s employment with the Company terminates due to the Participant’s Disability, Involuntary Dismissal, Retirement or death, Participant or Participant’s beneficiary, as the case may be, will be entitled to receive a pro-rata portion of the Final Award, issued to the Participant no later than two and one-half months following the end of the calendar year in which such termination occurs. The pro-rata portion of the Incentive Award to be paid will be calculated as (a) x (b)/(c), where (a) equals the amount that would have comprised the Final Award had the last day of the final year of Participant’s employment been the la