Exhibit 10.16
R.R. DONNELLEY & SONS
COMPANY
PERFORMANCE UNIT AWARD (2004
PIP), AMENDED
This Performance Unit Award
(“Award”) was granted as of XXXXX (the
“Grant Date”), by R. R. Donnelley & Sons
Company (the “Company”) to XXXXXXXXX
(“Grantee”) and is hereby amended to conform with the
requirements of section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”).
1. Grant of Award . Under the
Award, the Company hereby credited to Grantee XXXXX stock
units (the “Performance Units”), subject to the
restrictions and on the terms and conditions set forth herein. This
Award was made pursuant to the provisions of the R. R.
Donnelley & Sons Company 2004 Performance Incentive Plan
(“2004 PIP”). Capitalized terms not defined herein
shall have the meanings specified in the 2004 PIP. Grantee shall
indicate acceptance of this amendment to the Award by signing and
returning a copy hereof.
2. Determination of Achievement;
Distribution of Award .
(a) The number of shares of common
stock, par value $1.25 per share, of the Company (the “Common
Stock”) payable in respect of the Performance Units will be
determined based on the performance of the Company against the
“Normalized Earnings Per Share Matrix” as shown on
Attachment A hereto. Promptly following December 31, 2009 (or
promptly following such earlier date as of which, pursuant to
Section 4 hereof, a determination of the attainment by the
Company of the targets set forth on the Normalized Earnings Per
Share Matrix is to be made), the Committee (as defined in the 2004
PIP) shall determine whether and to what extent the Normalized
Earnings Per Share target has been met.
(b) Distribution with respect to
this Award shall be made to Grantee as soon as practicable
following the determination described in (a) above but in no
event later than 60 days thereafter. Distribution of this Award may
be made in Common Stock, cash (based upon the fair market value of
the Common Stock on the date of distribution) or any combination
thereof as determined by the Committee.
3. Dividends; Voting
.
(a) No dividends or dividend
equivalents will accrue with respect to the Performance
Units.
(b) Grantee shall have no rights to
vote shares of common stock represented by the Performance Units
unless and until distribution with respect to this Award is made in
Common Stock pursuant to paragraph 2(b) above.
4. Treatment upon Separation from
Service.
(a) Notwithstanding any other
agreement with Grantee to the contrary, if Grantee has a separation
from service (within the meaning of Treasury Regulation §
1.409A-1(h)), which was initiated by him for Good Reason (as
defined in the Grantee’s employment agreement) or if Grantee
has a Separation from Service which was initiated by the Company
without Cause (as defined in the Grantee’s employment
agreement), the Performance Units shall vest and be payable, if at
all, on the same terms and conditions that would have applied had
Grantee not had a Separation from Service (i.e., performance
measured on December 31, 2009) in accordance with
Section 2(b).
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(b) Notwithstanding any other
agreement with Grantee to the contrary, if Grantee has a Separation
from Service by reason of death or Disability (as defined as
“total and permanent” disability under the
Company’s long-term disability plan for senior executives),
fifty percent of any unvested Performance Units shall vest and
become payable within 60 days of Grantee’s Separation from
Service, assuming the attainment of target performance (100%
achievement) or, if greater, based on actual performance through
the date of death or determination of Disability.
(c) If Grantee has a Separation from
Service by reason of retirement on or after age 65 or by reason of
a Qualifying Retirement (together, “Retirement”), a
pro-rated portion of the Performance Units shall vest and be
payable, if at all, on the same terms and conditions that would
have applied had Grantee not had a Separation from Service (i.e.,
performance measured on December 31, 2009) in accordance with
Section 2(b). The pro-rated portion of the Performance Units
shall be determined by multiplying the total number of Performance
Units by a fraction, the numerator of which is the total number of
days between March 21, 2007 and the date of Grantee’s
Separation from Service by reason of Retirement and the denominator
of which is 1095. A “Qualifying Retirement” is defined
as
(i) Grantee is an active participant
in a Company sponsored retirement benefit plan and is eligible to
commence benefits thereunder at the time of Separation from Service
and Grantee’s Separation from Service was not initiated by
the Company for cause (a Grantee that is a participant in the
Retirement Benefit Plan of R.R. Donnelley & Sons Company
(the “RR Donnelley Pension Plan”) is eligible to
commence bene
