EX-10.2



 Exhibit 10.2 

WAIVER OF SEVERANCE BENEFITS 

Waiver of Severance Benefits (“Waiver”), dated as of the date set forth below, by and between Thomas F. Juhase
(“Executive”), and Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”). 

Recitals 

WHEREAS, the Company has entered into an employment agreement with Executive, dated July 27, 2007 and amended as of
November 25, 2008 (the “Agreement”). A copy of the Agreement is attached as to this Waiver as Annex A; and 

WHEREAS, Compensation Committee of the Company’s Board of Directors (the “Committee”) has determined it is
advisable and in the best interests of the Company to implement an Executive Severance Plan, effective May 30, 2017 (the “Severance Plan”) for certain senior officers and key management employees; and 

WHEREAS, the Committee has selected Executive for participation in the Severance Plan; and 

WHEREAS, to the extent provided below, in order to participate in and receive benefits under the Severance Plan, Executive desires to
waive any severance payments provided to him under the Agreement in connection with the termination of his employment. 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

Waiver 
  

	 	1.	Defined Terms. Capitalized terms not defined herein shall have the meanings specified shall have the meanings ascribed to such terms in the Agreement. 


 

	 	2.	Waiver of Severance Entitlements. 

  

	 	a.	The parties acknowledge that Section 4(a) of the Agreement states that, in the event that Executive’s Separation from Service from the Company is initiated without Cause, Executive is entitled to an amount
equal to one and one-half (1.5) times his Annualized Total Compensation, subject to Executive’s prompt execution of the Company’s customary release, payable in equal installments on the
15th and last days of each of the twelve (12) months following the 30th day after the date of such Separation from Service (or, if the 15th and last day of a month is not a business day, on the closest business day to such date) (the “Original Severance Entitlement”). 


 

	 	b.	In consideration of Executive’s participation in the Severance Plan and the benefits he is entitled to therein, Executive hereby waives, releases, forfeits and relinquishes any and all right, claim, title and
interest in and to the Original Severance Entitlement, subject to Section 3 of this Waiver below. 









	 	3.	Limits on Severance Plan Amendment. Notwithstanding Section 18, “Amendment and Termination”, of the Severance Plan (under which the Committee may amend or terminate the Severance Plan at any time
without the consent of the Severance Plan participants) or any other provision contained therein or herein to the contrary, the Committee has acknowledged and determined that the Severance Plan may not be amended in a manner that will materially
impair the rights of Executive by reducing Executive’s severance benefits to less than the Original Severance Entitlement without Executive’s prior written consent. 


 

	 	4.	March 2017 Performance Restricted Stock Grant. Executive was previously awarded a grant of performance restricted stock on March 2, 2017 (the “Performance Award”). The first sentence of
Section 2(c), “Vesting”, in the associated award agreement for such Performance Award (the “Award Agreement”) is replaced in its entirety with the following: 


“Notwithstanding anything provided in the 2016 PIP or any other agreement with Grantee to the contrary, upon the date of a Change in
Control, each Performance Condition shall be deemed met at the target performance level with respect to each open Performance Period.” 

All other terms and conditions of the Award Agreement shall remain in full force and effect. 

 

	 	5.	Length of Restricted Period. Executive agrees and acknowledges that the length of his Restricted Period (as defined in the Severance Plan) shall be the eighteen (18) month period immediately following his
Date of Termination (as defined in the Severance Plan). 

  

	 	6.	Non-Change in Control Severance Payment. Section 3(a) of the Severance Plan, as applicable to Executive only, is replaced in its entirety with the following: 


“(a) a cash payment equal to one and one-half (1.5) (or such higher multiple as determined by the Compensation Committee) times the
sum of (i) the Participant’s Base Salary and (ii) the Participant’s target annual cash bonus under the Company’s Annual Incentive Plan (the “AIP”), based on the target in effect as of the date of such Qualifying
Termination;” 
 Any such payment shall be paid in equal installments on the 15th
and last days of each of the eighteen (18) months following the 30th day after Executive’s Date of Termination (or, if the 15th and
last day of a month is not a business day, on the closest business day to such date). 
  

	 	7.	Section 409A Compliance. 

  

	 	a.	 Section 4(b)(i), “Change in Control Severance Benefits”, of the Severance Plan provides that if
Executive experiences a Qualifying Termination (as defined in the Severance Plan) during a CIC Termination Period (as defined in the Severance Plan), Executive is entitled to, in part, a lump sum cash payment equal to one and one-half
(1.5) times the sum of his (i) Base Salary (as defined in the Severance Plan) and (ii) target annual cash bonus under the Company’s Annual Incentive Plan (the “CIC Severance Payment”). Notwithstanding
Section 4(b)(i) of the Severance Plan or anything contained 



  
 2 









	 	
therein or herein to the contrary, Executive agrees and acknowledges that any such CIC Severance Payment owed to him shall instead be paid in equal installments on the 15th and last days of each of the eighteen (18) months following the 30th day after Executive’s Date of Termination (or, if the 15th and last day of a month is not a business day, on the closest business day to such date). 


Except as otherwise provided in this Waiver, all other terms and conditions of the Severance Plan as applicable to Executive, including, but
not limited to, Executive’s fulfillment of any release requirement described in the Severance Plan, shall be as set forth in the Severance Plan. 
  

	 	b.	This Waiver is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (together with the applicable regulations thereunder, “Section
409A”). To the extent that any provision in this Waiver is ambiguous as to its compliance with Section 409A or to the extent any provision in this Waiver must be modified to comply with Section 409A (including, without limitation,
Treasury Regulation 1.409A-3(c)), such provision will be read, or will be modified (with the mutual consent of the parties, which consent will not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this
Waiver will comply with Section 409A. For purposes of Section 409A, each payment made under this Waiver will be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of payment.


  

	 	8.	Miscellaneous. 

  

	 	a.	This Waiver shall inure to the benefit of the Company and its successors and assigns. In the event any provision hereof is determined to be unenforceable or invalid such provision or such part thereof as may be
unenforceable or invalid shall be deemed severed from this Waiver and the remaining provisions carried out with the same force and effect as if the severed provisions or part thereof had not been made a part hereof. 


 

	 	b.	No provisions of this Waiver may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set
forth in writing and signed by the party to be charged. The invalidity or unenforceability of any provision or provisions of this Waiver will not affect the validity or enforceability of any other provision of this Waiver, which will remain in full
force and effect. 

  

	 	c.	Any controversy arising out of or relating to this Waiver or the breach of this Waiver that cannot be resolved by Executive and the Company shall be governed by the terms of Section 13, “Full Settlement;
Resolution of Disputes and Costs”, of the Severance Plan. 

  

	 	d.	 All disputes arising under or related to this Waiver shall at all times be governed by and construed in
accordance with the internal laws (as opposed to the conflict of law provisions) and decisions of the State of Delaware as 



  
 3 









	 	
applied to agreements executed in and to be fully performed within that state. 

  

	 	e.	Any notices or other communications required or arising under this Waiver shall be governed by the terms of Section 12, “Notice”, of the Severance Plan. 


 

	 	f.	This Waiver may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Waiver will become binding when one or
more counterparts hereof, individually or taken together, will bear the signatures of all of the parties reflected hereon as the signatories. Photographic, faxed or PDF copies of such signed counterparts may be used in lieu of the originals for any
purpose. 

 [signature page follows] 

  
 4 








 IN WITNESS WHEREOF, the parties hereto have executed this Waiver on the date first above
written. 
  

			
	DONNELLEY FINANCIAL SOLUTIONS, INC.
		
	By:	 	/s/ Diane Bielawski
		 	Diane Bielawski
		 	Chief Human Resources Officer

  

			
	EXECUTIVE
		
	By:	 	/s/ Thomas F. Juhase
		 	Thomas F. Juhase

 Dated as of this 1st day of June, 2017 

[Signature page to Waiver] 







 ANNEX A 

FORM OF ASSIGNMENT OF EMPLOYMENT AGREEMENT 

Assignment of Employment Agreement (“Assignment Agreement”), dated as of September 29, 2016, by and between R.R.
Donnelley & Sons Company (“RRD”), a Delaware corporation, and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). 

Recitals 
 WHEREAS,
RRD has entered into an employment agreement with Thomas F. Juhase of RRD (the “Executive”), dated July 27, 2007 (the “Employment Agreement”). A copy of the Employment Agreement is attached as to this Assignment Agreement as
Annex A; and 
 WHEREAS, RRD desires to assign the Employment Agreement to Donnelley Financial, and Donnelley Financial desires to
acquire all of RRD’s right, title and interest in the Employment Agreement; and 
 WHEREAS, the Executive has acknowledged and
acquiesced to the assignment of his Employment Agreement and the transfer of his employment to Donnelley Financial. 
 NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth below, the parties hereby agree as follows: 
 Agreement 

 

	 	1.	Assignment of Employment Agreement. Effective as of the Donnelley Financial Distribution Date, as defined in the Separation and Distribution Agreement by and among RRD, LSC Communications, Inc. and Donnelley
Financial (the “Distribution Date”), RRD hereby irrevocably, absolutely and unconditionally assigns, transfers, conveys and delivers to Donnelley Financial and its successors and assigns all of RRD’s right, title and interest in, to
and under the Employment Agreement. 

  

	 	2.	Acceptance of Assignment. From and after the Distribution Date, Donnelley Financial hereby irrevocably, absolutely and unconditionally assumes, undertakes and agrees to pay, perform and discharge in full any and
all claims and obligations arising under and/or in connection with the Employment Agreement. 

  

	 	3.	References. From and after the Distribution Date, all references in the Employment Agreement to “Donnelley” or the “Company” shall be deemed to be references to Donnelley Financial, including,
but not limited to, with respect to any triggers such as those relating to a Change in Control or related events. 

  

	 	4.	 Executive Acknowledgement. The Executive acknowledges and agrees that the transfer of his employment as
described in this letter will not constitute a termination of the Executive’s employment (whether or not without “cause” by RRD), nor grounds for leaving with “good reason”, as such terms may be defined under the Employment




  
 6 









	 	
Agreement as in effect through the Distribution Date. This acknowledgement and agreement is without limitation on the Executive’s rights in the event that he is subsequently terminated
without “cause” or would be allowed to leave for “good reason” by Donnelley Financial. 

  

	 	5.	Restrictive Covenants. The Executive also acknowledges and agrees that he will be fully obligated to Donnelley Financial under the non-compete, employee non-solicit and customer non-solicit covenants (together,
the “Restrictive Covenants”) of the Employment Agreement. In addition, beginning on the Distribution Date and ending on the day eighteen (18) months following the Distribution Date (the “Wear Away Period”), if the Executive
terminates employment for any reason, he shall be fully obligated to each of RRD and LSC under the Restrictive Covenants for the period, if any, beginning on the date of the Executive’s termination and ending at the conclusion of the Wear Away
Period. The Executive acknowledges and agrees that the confidentiality and non-disparagement covenants shall survive at all times, both during and after employment, with respect to Donnelley Financial, and shall survive and apply to each of RRD and
LSC at all times after employment. The Executive, Donnelley Financial and RRD acknowledge that LSC is a third party beneficiary for purposes of enforcement of this Section 5. 


 

	 	6.	Miscellaneous. This Assignment Agreement shall inure to the benefit of the Donnelley Financial, its successors and assigns. In the event any provision hereof is determined to be unenforceable or invalid such
provision or such part thereof as may be unenforceable or invalid shall be deemed severed from this Assignment Agreement and the remaining provisions carried out with the same force and effect as if the severed provisions or part thereof had not
been made a part hereof. 

 [signature page follows] 

  
 7 








 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date
first above written. 
  

									
	R.R. DONNELLEY & SONS COMPANY	 		 		 	DONNELLEY FINANCIAL SOLUTIONS, INC.
					
	By:	 	/s/ Daniel L. Knotts	 		 		 	/s/ Daniel N. Leib
		 	Daniel L. Knotts	 		 		 	Daniel N. Leib
		 	Chief Operating Officer	 		 		 	Chief Executive Officer

 Acceptance of Assignment by Executive 

I, Thomas F. Juhase, do hereby consent to the assignment of my Employment Agreement by and between R.R. Donnelley & Sons Company and
Donnelley Financial Solutions, Inc. 
 Dated: September 29, 2016 
  

			
	By:	 	/s/ Thomas F. Juhase
		 	Thomas F. Juhase








 ANNEX A 

[Copy of Employment Agreement] 

  
 9 









			
	RR Donnelley	  	Global Headquarters
		
		  	111 South Wacker Drive
		  	Chicago, Illinois 60606-4301
		  	Telephone (312) 326 8000

 July 27, 2007 
 Mr. Thomas
Juhase 
 [address] 
 Dear Tom: 

In recognition of your importance to R.R. Donnelley & Sons Company, its officers, directors, subsidiaries, affiliates, and successors,
including but not limited to Moore Wallace North America, Inc. (“Donnelley” or “Company”) and to further the Company’s interests, we are pleased to offer you a new employment letter (“Agreement”). The purpose of
this Agreement is to amend and restate in its entirety the employment letter, dated as of June 14, 2005, between you and the Company. All capitalized terms used but not defined in the text of this Agreement shall have the meanings assigned to such
terms in Annex A. 
 The terms of this Agreement are as follows: 
  

	 	1.	Title and Responsibilities. You are currently President, Global Capital Markets, and, effective as of the date hereof, you shall serve as President, Financial, in accordance with the terms and provisions of this
Agreement as well as any employment and other policies applicable to employees of the Company and its subsidiaries from time to time during the term of your employment. You will have the customary duties, responsibilities and authorities of such
position. You will also receive such office, staffing and other assistance as is commensurate with that received by other executives at your level in the Company. 


 

	 	2.	Employment at Will. You and we hereby acknowledge that your employment with the Company constitutes “at-will” employment and that either party may terminate your employment at any time upon written
notice of termination within a reasonable period of time before the effective date of the termination. 

  

	 	3.	Compensation. You will receive the following compensation and benefits, from which the Company may withhold any amounts required by applicable law: 


 

	 	a.	Base Salary. The Company will pay you a base salary (“Base Salary”) at the rate of $375,000 per year. This Base Salary will be paid in accordance with the normal payroll practices of the Company.


  

	 	b.	 Annual Bonus. In respect of each calendar year of the Company, you will be eligible to receive an annual
bonus (the “Annual Bonus”) in accordance with the Company’s annual incentive compensation plan (“Plan”) with a 










	 	
target bonus opportunity of 100% of Base Salary. The performance objectives for your Annual Bonus with respect to each calendar year will be determined as provided for in the Plan. You will be
eligible for all benefits available generally to executives at your level. 

  

	 	c.	Vacation. You will be eligible for 4 weeks vacation annually. 

  

	 	d.	Benefits. You will continue to be eligible to participate in the employee benefit plan and programs generally applicable to RR Donnelley employees. 


 

	 	4.	Severance. If the Company terminates your employment without Cause, the following will apply: 

  

	 	a.	Severance Pay. The Company will pay you an amount equal to one and one-half times your Annualized Total Compensation (“Severance Pay”), subject to the execution by you of the Company’s customary
release, which amount shall be payable in equal installments on the 15th and last days of each of the 18 months following your Separation Date (if the 15th or last day of a month is not a business day, on the closest business day to such). 

  

	 	b.	Benefits. Your medical, dental and vision insurance coverage in effect immediately before your Separation Date will continue to be available to you under the group health plan continuation coverage laws
(“COBRA”) for a period of 18 months following your Termination Date (the “COBRA Period”). If you elect COBRA coverage, it will be available to you for 18 months at the same cost your insurance coverage is available to active
employees. Your short-term and long-term disability, group life insurance and accidental death and dismemberment insurance end on your Termination Date. 

  

	 	c.	Resignations. You shall resign from such offices and directorships, if any, of the Company that you may hold from time to time. 


 

	 	d.	Indemnification. Your rights of indemnification under the Company’s organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s
liability insurance coverage for, in both cases, actions as an officer of the Company shall survive any termination of your employment. 

  

	 	e.	 Section 409A. If you are considered a “specified employee” by the Committee on your Separation
Date, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii) are subject to section 409A of the Code as a result of your Separation from Service (“Section
409A Severance”), shall not be paid until the earlier of (x) six months and two days after your Separation Date or (y) your death, unless such an amount may be paid earlier pursuant











	 	
to final regulations or other ruling or pronouncement of the U.S. Department of Treasury or Internal Revenue Service. Notwithstanding the immediately preceding sentence, your Section 409A
Severance not in excess of $400,000 shall not be subject to the six-month delay in payment. 

  

	 	5.	Restrictive Covenants. You and Donnelley recognize that due to the nature of your employment and relationship with Donnelley, you will have access to and develop confidential business information, proprietary
information, and trade secrets relating to the business and operations of Donnelley and its affiliates. You acknowledge that such information is valuable to the business of Donnelley and its affiliates, and that disclosure to, or use for the benefit
of, any person or entity other than Donnelley or its affiliates, would cause substantial damage to Donnelley. You further acknowledge that your duties for Donnelley include the opportunity to develop and maintain relationships with Donnelley
customers, employees, representatives and agents on behalf of Donnelley; and that access to and development of those close relationships with Donnelley customers render your services special, unique and extraordinary. In recognition that the good
will and relationships described herein are assets and extremely valuable to Donnelley, and that loss of or damage to those relationships would destroy or diminish the value of Donnelley, you agree as follows: 


 

	 	a.	Noncompetition. In consideration of the covenants and agreements of the Company herein contained, the payments to be made by the Company pursuant to this Agreement, the positions of trust and confidence you
occupy and have occupied with the Company and the information of a highly sensitive and confidential nature obtained as a result of such positions, you agree that, from the date of your separation for any reason, including termination by Donnelley
with or without Cause, and for 18 months thereafter, you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative
capacity, worldwide, engage in any business which is competitive with the business of Donnelley. You may, however, own stock or the rights to own stock in a company covered by this paragraph that is publicly owned and regularly traded on any
national exchange or in the over-the-counter market, so long as your holdings of stock or rights to own stock do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors or (ii) the combined value of the
stock or rights to acquire stock does not exceed your gross annual earnings from the Company. 

  

	 	b.	 Importance of Customer Relationships. You recognize that Donnelley’s relationship with the customer
or customers you serve, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers’ and other employees’ contacts with Donnelley and its employees, including you.
As a result of your position and customer contacts, you recognize that you will 










	 	
gain valuable information about (i) Donnelley’s relationship with its customers, their buying habits, special needs, purchasing policies, (ii) the skills, capabilities and other
employment-related information about Donnelley employees, and (iii) other matters which you would not otherwise know and which is not otherwise readily available. Such knowledge is essential to the business of Donnelley and you recognize that if
your employment terminates, Donnelley will be required to rebuild that customer relationship to retain the customer’s business. You recognize that during a period following termination of your employment, Donnelley is entitled to protection
from your using the information and customer and employee relationships with which you have been entrusted by Donnelley during your employment. 

  

	 	c.	Nonsolicitation of Customers. You shall not, while employed by Donnelley and for a period of 18 months from the date of termination of your employment with Donnelley for any reason, including termination by
Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you
were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment
with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of
his or her employment with Donnelley. 

  

	 	d.	Nonsolicitation of Employees. You shall not while employed by Donnelley and for a period of two years from the date of termination of my employment with Donnelley for any reason, including termination by
Donnelley with or without Cause, either directly or indirectly solicit, induce or encourage any Donnelley employee(s) to terminate their employment with Donnelley or to accept employment with any competitor, supplier or customer of Donnelley, nor
shall you cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes, but is not limited to, (a) initiating communications with a Donnelley employee relating to possible
employment, (b) offering bonuses or additional compensation to encourage Donnelley employees to terminate their employment with Donnelley and accept employment with a competitor, supplier or customer of Donnelley, or (c) referring Donnelley
employees to personnel or agents employed by competitors, suppliers or customers of Donnelley. 

  

	 	e.	 Confidential Information. You are prohibited from, at any time during your employment with the Company or
thereafter, disclosing or using any Confidential Information for your benefit or any other person or entity, 










	 	
unless directed or authorized in writing by the Company to do so, until such time as the information becomes generally known to the public without your fault. “Confidential Information”
means information (i) disclosed to or known by you as a consequence of your employment with the Company, (ii) not generally known to others outside the Company, and (iii) that relates to the Company’s marketing, sales, finances, operations,
processes, methods, techniques, devices, software programs, projections, strategies and plans, personnel information, industry contacts made during your employment, and customer information, including customer needs, contacts, particular projects,
and pricing. These restrictions are in addition to any confidentiality restrictions in any other agreement you may have signed with the Company. 

  

	 	f.	Obligation upon Subsequent Employment. If you accept employment with any future employer during the time period that equals the greater of one year following the date of termination and the Severance Period
(regardless of whether you actually receive severance benefits during that period), you will deliver a copy of this Agreement to such employer and advise such employer concerning the existence of your obligations under this Agreement.


  

	 	g.	Company’s Right to Injunctive Relief. By execution of this Agreement, you acknowledge and agree that the Company would be damaged irreparably if any provision under this Section 5 were breached by you and
money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns in order to protect its interests, shall pursue, in addition to other rights and remedies existing in
its favor, an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). With respect to such enforcement, the prevailing
party in such litigation shall be entitled to recover from the other party any and all attorneys’ fees, costs and expenses incurred by or on behalf of that party in enforcing or attempting to enforce any provision under this Section 5 or any
other rights under this Agreement. 

  

	 	6.	General 

  

	 	a.	Acknowledgement of Reasonableness and Severability. You acknowledge and agree that the provisions of this Agreement, including Section 5, are reasonable and valid in geographic, temporal and subject matter scope
and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, Confidential Information and other business interests of the Company. If any court subsequently determines that any part of this Agreement,
including Section 5, is invalid or unenforceable, the remainder of the Agreement shall not be affected and shall be given full effect without regard to the invalid portions. Further, any court invalidating any provision of this Agreement shall have
the power to revise the invalidated provisions such that the provision is enforceable to the maximum extent permitted by applicable law. 









	 	b.	Non-duplication of Severance Pay. You shall not be eligible for the severance benefits set forth in Section 4 above if you are or become covered under a different individually negotiated arrangement providing for
severance benefits. If, upon ultimate termination of employment, the separation pay for which you would be eligible under the R.R. Donnelley & Sons Company Separation Pay Plan applicable to employees generally, if any, would be greater than the
separation pay payable under to this Agreement, then your Severance Pay shall be increased to correspond to the pay you would have been eligible for under such Plan. To avoid duplicate payments, if you are eligible to receive severance under this
Agreement, you hereby waive any payments under the R.R. Donnelley & Sons Company Separation Pay Plan. 

  

	 	c.	Employee Breach. If you breach this Agreement or any other agreement you have signed with the Company, the Company may, in its complete discretion, stop making any of the payments provided for in this Agreement.


  

	 	d.	Arbitration. Any controversy arising out of or relating to this Agreement or the breach of this Agreement that cannot be resolved by you and the Company, including any dispute as to the calculation of any
payments hereunder, and the terms of this Agreement, shall be determined by a single arbitrator in New York, New York, in accordance with the rules of JAMS; provided, however, that either party may seek preliminary injunctive relief to
maintain or restore the status quo pending a decision of the arbitrator, and the parties consent to the exclusive jurisdiction of the courts of the State of Delaware or the Federal courts of the United States of America located in the District of
Delaware in connection therewith. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he determines has prevailed in the arbitration any legal fees
and other fees and expenses that may be incurred in respect of enforcing its respective rights. 

  

	 	e.	Governing Law. All disputes arising under or related to this Agreement shall at all times be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) and
decisions of the State of Delaware as applied to agreements executed in and to be fully performed within that State. 

  

	 	f.	Notice and Execution. This Agreement may be executed in counterparts. Any notice or request required or permitted to be given hereunder shall be sufficient if in writing and deemed to have been given if delivered
personally or sent by certified mail, return receipt requested, to you at the address above, and to the Company at its Corporate Headquarters (Attn: Corporate Secretary). 









	 	g.	Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter contained herein, and fully supersedes any prior agreements or understandings between
us. This Agreement may not be changed or amended orally, but only in writing signed by both parties. 

  

	 	h.	Waiver. The failure of either party hereto to enforce at any time any provision of this Agreement shall not be construed as a waiver of such provision nor in any way to affect the validity of this Agreement or
any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach. 


 

	 	i.	Assignments and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its successors and assigns. Your rights and obligations under this
Agreement shall inure to the benefit of and be binding upon your designated beneficiary or legal representative, provided, however, that you may not assign any of your rights and obligations hereunder. 


If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance
and agreement and return the executed copy to me, at 3075 Highland Parkway, Downers Grove, Illinois, 60515-1261. 
  

			
	Very truly yours,
	
	R. R. Donnelley & Sons Company
		
	By:	 	 /s/ Thomas Carroll

		 	Thomas Carroll
		 	Group Executive Vice President, Human Resources
	
	ACCEPTED AND AGREED to this 30 day of July 2007
	
	 /s/ Thomas Juhase

	Thomas Juhase








 Annex A 

Definitions 
  

	1.	“Annualized Total Compensation” means Base Salary plus Annual Bonus (at the target level) for one year at the rate in effect immediately before the Termination Date, but, for these calculations only, your Base
Salary and target bonus percentage shall not be less than the amount set forth in Section 3, above 

  

	2.	“Cause” means (i) your willful and continued failure to perform substantially your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any
such failure subsequent to your being delivered a notice of termination without Cause) after a written demand for substantial performance is delivered to you by the Group President, the Chief Executive Officer, or the Board that identifies the
manner in which you have not performed your duties, (ii) your willful engaging in conduct which is demonstrably and materially injurious (monetarily or otherwise) to the business, reputation, character or community standing of the Company, (iii)
conviction of or the pleading of nolo contendere with regard to a felony or any crime involving fraud, dishonesty or moral turpitude, or (iv) a refusal or failure to attempt in good faith to follow the written direction of the Group
President, the Chief Executive Officer, or the Board (provided that such written direction is consistent with your duty and station) promptly upon receipt of such written direction. For the purposes of this definition, no act or failure to act by
you shall be considered “willful” unless done or omitted to be done by you in bad faith and without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or based upon the advice of the Company’s principal outside counsel shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the
Company. Notwithstanding the foregoing, the Company shall provide you with a reasonable amount of time, after a notice and demand for substantial performance is delivered to you, to cure any such failure to perform, and if such failure is so cured
within a reasonable time thereafter, such failure shall not be deemed to have occurred. 

  

	3.	“Committee” means a committee designated by the Chief Human Resources Officer of the Company. 

  

	4.	“Separation Date” means the date of your Separation from Service. 

  

	5.	“Separation from Service” means any separation from employment with the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Committee.










					
	RR Donnelley	 		  	 Corporate Headquarters
 111 South
Wacker Drive
 Chicago, Illinois 60606-4301

www.rrdonnelley.com

		 		  
		 		  
		 		  

 November 25, 2008 
 Thomas
Juhase 
 [address] 
 Dear Tom: 

This letter constitutes an amendment to the agreement (the “Agreement”) dated July 27, 2007 between you and R. R. Donnelley & Sons Company (the
“Company”) in order to conform the Agreement with the requirements of section 409A of the Internal Revenue Code of 1986, as amended. All provisions of the Agreement that are not specifically amended by this amendment shall remain in full
force and effect. 
  

	 	1.	For purposes of the Agreement, all references to “termination of employment” (or variations thereof) shall mean “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h)
with the Company and its at least 80% owned subsidiaries and affiliates. 

  

	 	2.	The following sentence shall be added at the end of Section 3.b.: “Any Annual Bonus which you become entitled to receive shall be paid to you no later than the
15th day of the third month following the end of the calendar year in which the bonus was earned, unless you timely elect to defer all or a portion of such bonus pursuant to the Company’s
deferred compensation plan.” 

  

	 	3.	In Section 4.a., the following changes will be made: (i) the word “prompt” will be added prior to the words “execution by you of a customary release” (ii) the words, “the thirtieth (30th) day after the date of your Separation from Service” shall be added after “the 18 months following” and (iii), the words “your Separation Date” shall be deleted.


 Therefore, the new Section 4.a. shall read as follows: “The Company will pay you an amount equal to one and one half
times your Annualized Total Compensation (“Severance Pay”), subject to the prompt execution by you of the Company’s customary release, which amount shall be payable in equal installments on the 15th and last days of each of the 18 months following the thirtieth (30th) day after the date of your Separation from Service (if the 15th or last day of a month is not a business day, on the closest business day to such date).” 
  

	 	4.	Section 4.e. shall be deleted and replaced with the following: 

 Compliance with Section 409A
of the Internal Revenue Code. 
 If you are a “specified employee” within the meaning set forth in the document entitled
“409A: Policy of R.R. Donnelley & Sons Company and its Affiliates Regarding 







 
Specified Employees” on your Termination Date, then any amounts payable pursuant to this Agreement or otherwise that (i) become payable as a result of your Separation from Service and (ii)
are subject to Code Section 409A as a result of your Separation from Service shall not be paid until the earlier of (x) the first business day of the sixth month occurring after the month in which the Termination Date occurs and (y) the date of your
death. Notwithstanding the immediately preceding sentence, amounts payable to you as a result of your Separation from Service that do not exceed two times the lesser of (i) your annualized compensation based upon your annual rate of Base Salary for
the year prior to the year in which the date of your Separation from Service occurs and (ii) the maximum amount that may be taken into account under Code Section 401(a)(17) in the year in which the date of your Separation from Service occurs may be
paid as otherwise scheduled. If any compensation or benefits provided by this letter may result in the application of Code Section 409A, then the Company shall, in consultation with you, modify this Agreement to the extent permissible under Code
Section 409A in the least restrictive manner necessary in order to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of such Code Section 409A or in order to comply with the provisions
of Code Section 409A. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to Code Section 409A, you are solely responsible for the payment of any taxes and interest due as a result. 

 

	 	5.	Sections 4 and 5 of Annex A shall be deleted. 

  

			
	Yours very truly,
	
	R. R. Donnelley & Sons Company
		
	By:	 	/s/ Thomas Carroll
		
	Title:	 	Chief Human Resources Officer


  

	
	AGREED AND ACCEPTED this 4 day of December, 2008:
	
	/s/ Thomas Juhase