EX-10.15



 




Exhibit 10.15




THE BOWNE & CO., INC.




STOCK PLAN FOR DIRECTORS




AS AMENDED AND RESTATED January 1, 2003



     
1. Purpose. The Bowne & Co., Inc. Stock
Plan for Directors (the “Plan”) is intended to enhance
the Company’s ability to attract and retain talented
individuals to serve as members of the Board and to promote a
greater alignment of interests between members of the Board and
the shareholders of the Company.



     
2. Definitions. As used in the Plan, the following
terms have the respective meanings:






		
	 	     
    (a) “Act” means the Securities Exchange Act of
    1934, as amended.
	 
	 	     
    (b) “Board” means the Board of Directors of the
    Company.
	 
	 	     
    (c) “Change of Control” means the same as in the
    Company’s 1999 Incentive Compensation Plan.
	 
	 	     
    (d) “Committee” means the Compensation Committee
    of the Company’s Board of Directors, or other persons
    designated by the Company’s Board of Directors, and shall
    be comprised of “non-employee directors” as defined
    pursuant to Rule 16b-3 under the Act. The Board may itself
    perform any function of the Committee (whether or not a
    Committee is then designated), in which case references to the
    “Committee” shall be deemed to also mean the Board.
	 
	 	     
    (e) “Company” means Bowne & Co., Inc.
	 
	 	     
    (f) “Deferred Stock Unit” means a bookkeeping
    entry, equivalent in value to Stock, credited pursuant to
    Section 5 or Section 6.
	 
	 	     
    (g) “Director” means any member of the Board not
    employed by the Company or any subsidiary thereof.
	 
	 	     
    (h) “Fair Market Value” means the fair market
    value of Stock, awards or other property as determined by the
    Committee or under procedures established by the Committee.
    Unless otherwise determined by the Committee the Fair Market
    Value of Stock shall be the mean between the highest and lowest
    sales prices reported on a composite basis for securities traded
    on the principal securities exchange or automated quotation
    system on which Stock is then traded, on the two trading days
    prior to the quarterly earnings call with investors, and the
    trading day following the quarterly call.
	 
	 	     
    (i) “Options” means a non-qualified stock option
    granted pursuant to Section 8 or 9.
	 
	 	     
    (j) “Payment Date” means the date on which
    payment of the annual retainer or meeting and chairmanship fees
    would have been made to a Director without regard to any
    deferral of receipt of such payment by the Director under
    Sections 5, 6 or 7 of the Plan.
	 
	 	     
    (k) “Plan” means The Bowne & Co., Inc.
    Stock Plan for Directors, as in effect from time to time.
	 
	 	     
    (l) “Retirement” means retirement after
    age 60 or such earlier age as may be approved by the Board
    in writing.
	 
	 	     
    (m) “Stock” means shares of common stock of the
    Company.



     
3. Shares Reserved Under the Plan. Subject to
adjustment as provided in Section 12, the total number of
shares of Stock reserved and available for delivery in
connection with awards under the Plan shall be
                    .
Shares of Stock delivered under the Plan shall consist solely of
authorized treasury shares. For purposes of the Plan, if any
Deferred Stock Units or options are forfeited, an option expires
for any reason without having been exercised in full, or
Deferred Stock Units are settled in cash, the Shares subject to
such award will again be available for delivery under the Plan.



     
4. Administration. The Plan shall be administered by
the Committee, which may delegate its duties and powers in whole
or in part to any subcommittee thereof. The Committee is
authorized to interpret the








 




plan, to establish, amend or rescind any rules and regulations
relating to the Plan, and to make any other determinations that
it deems necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation
and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.



     
5. Mandatory Deferral of Annual Retainer. Each
Director shall receive 50% of his or her annual retainer in the
form of Deferred Stock Units beginning as of January 1,
1998. Such Deferred Stock Units shall be credited to an account
maintained for the Director on the books of the Company, as of
the Payment Date. Beginning March 31, 2000, the number of
Deferred Stock Units (including fractional Deferred Stock Units)
to be credited shall be determined by dividing the amount of
annual retainer to be deferred into Deferred Stock Units by the
Fair Market Value on the Payment Date. The number of Deferred
Stock Units credited at a Payment Date before March 31,
2000 was governed by the terms of the Plan as then in effect.
Beginning January 1, 2003, each director will receive an
annual retainer equal to $50,000, of which $30,000 must be
mandatorily deferred into Deferred Stock Units (DSUs).



     
6. Voluntary Deferral of Annual Retainer. Subject to
such approvals and conditions as the Committee may impose, each
Director may elect, no later than December 31 of the year
prior to the year that such payments will be earned, to receive
up to the remaining 50% of the annual retainer payable on or
after January 1, 1998 in the form of Deferred Stock Units
(a “Voluntary Deferral”) using the methodology set
forth in Section 5. Beginning January 1, 2003, each
Director will receive an annual retainer equal to $50,000, of
which $30,000 must be mandatorily deferred as Deferred Stock
Units or non-qualified stock options. Each Director may elect,
no later than December 31 of the year prior to the year
that such payments will be earned, to receive the remaining
$20,000 in the form of DSUs or stock options. The conversion
price for deferred fees will be determined by the methodology
set forth in section 1-h of this Plan. The option terms for
any deferred fees are set forth in Section 9 of this Plan.
If a Director makes such an election, then the Committee shall
also award to that Director additional Deferred Stock Units
equal to the product of .2 times the amount of Deferred Stock
Units otherwise credited as a result of such Voluntary Deferral.
Such Deferred Stock Units shall be credited to the account
maintained for the Director on the books of the Company, as of
the Payment Date.



     
7. Payment and Deferral of Committee and Chairmanship
Retainers. The Committee may, at its discretion, make
available to a Director the ability to elect, no later than
December 31 of the year prior to the year that such
payments will be earned, (or such other dates as may be approved
by the Committee, provided that any such date shall ensure
effective deferral of taxation and otherwise comply with
applicable laws), to receive his or her fees and retainers
otherwise payable for (a) attending Board (or Committee)
meetings; (b) serving on a committee, and/or
(c) serving as Chair of a Board committee in the form of
Deferred Stock Units using the methodology set forth in
Section 5. If a Director makes such an election, then the
Committee shall also award to that Director additional Deferred
Stock units equal to the product of .2 times the amount of
Deferred Stock Units otherwise credited as a result of such Fee
Deferral. Such Deferred Stock Units shall be credited to the
account maintained for the Director on the books of the Company,
as of the Payment Date. Any such election shall be subject to
such approvals and conditions as the Committee may impose.



     
8. Annual Grants of Options. Beginning in 2000, each
Director, shall be granted an Option under the Plan. The number
of shares of Stock subject to the Option granted to a Director
in 2000 under this Section 8 shall be 6,500, and the number
of shares of Stock subject to an Option granted to a Director in
each year after 2000 shall be as specified from time to time by
the Board.






		
	 	     
    (a) Exercise Price. The exercise price per share of
    Stock purchasable under an Option granted under the
    Section 8 will be equal to 100% of the Fair Market Value of
    a share on the date of the Option.
	 
	 	     
    (b) Option Term. Options, to the extent not
    previously forfeited, shall expire at the earliest of ten years
    after the date of grant or one year after the optionee ceases to
    serve as a Director of the Company for any reason including
    death, disability, or Retirement.








 






		
	 	     
    (c) Vesting and Exercisability. Options not
    previously forfeited shall vest and become exercisable in full
    on the first anniversary of the date of grant or earlier
    (i) in the event the optionee ceases to serve as a Director
    due to death or Disability, (ii) in the event the optionee
    ceases to serve as a Director of the Company due to Retirement
    and the Board approves the acceleration of the vesting and
    exercisability of the Option, or (iii) upon a Change in
    Control. Except as otherwise determined by the Board, any
    portion of an Option that has not vested and become exercisable
    at the time of termination of the optionee’s service as a
    Director of the Company as provided herein will cease to vest
    and will be forfeited upon such termination.
	 
	 	     
    (d) Payment of Exercise Price; Method of Exercise.
    The exercise price of an Option shall be paid to the Company
    either in cash or by the surrender of shares, or any combination
    thereof, or in such form or manner as may be established by the
    Administrator; provided, however, that unless otherwise
    determined by the Administrator, shares will not be surrendered
    in payment of the exercise price if such surrender would result
    in additional accounting expense to the Company. The
    Administrator will specify other terms under which an optionee
    or his or her beneficiary may exercise an Option.



     
9. Options Granted in Payment of Fees. The Board may
determine to authorize the payment of the cash portion of the
annual retainer, and Board (or Committee) retainers, in the form
of Non-qualified Options under Section 8. If so authorized,
a Director shall elect to participate and acknowledge agreement
to the terms of such participation by filing an election with
the Company by such deadline as may be specified by the Board,
provided that any date so specified shall ensure effective
deferral of taxation and otherwise comply with applicable laws.
A director who has elected to be paid a specified amount of fees
in the form of Options shall be granted, at such date(s) as may
be specified by the Board, an Option or Options to purchase the
number of whole shares of Stock determined in accordance with
the option valuation methodology specified by the Board. The
dollar figure to which the Company applies this conversion value
will be three times the amount of compensation the director
wants to defer, after adding the Company’s 20% match for
voluntary deferrals. The exercise price per share of stock
purchasable under an Option will be determined in accordance
with the option valuation methodology set forth in
Section 1-H of this Plan. Each such Option will have such
other terms and conditions, as may be specified by the Board,
which may be the same as or different from the terms of Options
granted under Section 8.



     
10. Dividend Equivalents. Each Director to whom
Deferred Stock Units have been credited shall also be credited,
from time to time, with additional Deferred Stock Units equal to
the aggregate dividends paid on the Stock represented by the
Deferred Stock Units credited to each Director on the record
date of such dividend, divided by the Fair Market Value of the
Stock on the date each dividend is paid.



     
11. Designation of Beneficiary. A Director may
designate a beneficiary or beneficiaries who, in the event of
the Director’s death prior to receipt of all the Stock due
under the Plan, shall receive such Stock. The Director may at
any time change or revoke such designation. A beneficiary
designation, or revocation of a prior beneficiary designation,
will be effective only if it is made in writing on a form
provided by the Company, signed by the Director and received by
the Secretary of the Company (or the Secretary’s
designate). If the Director does not designate a beneficiary or
the beneficiary dies prior to receiving an installment of Stock,
Stock payable under the Plan shall be paid to the
Director’s estate. If the beneficiary dies after the
Director, any amounts remaining to be paid to the beneficiary
shall be paid to the beneficiary’s estate.



     
12. Corporate Change. If (i) the Company shall
at any time be involved in a transaction described in a
subsection (a) of Section 424 of the Code;
(ii) the Company shall declare a dividend payable in, or
shall subdivide or combine, the Stock; or (iii) any other
event shall occur which in the judgment of the Committee
necessitates action by way of adjusting the number of Deferred
Stock Units outstanding under the Plan, the Committee shall
forthwith take any such action as in its judgment shall be
necessary to preserve the Director’s rights substantially
proportionate to the rights existing prior to such event. In
addition, the Committee shall appropriately adjust the number
and kind of shares reserved and available for awards under the
Plan. The judgment of the Committee with respect to any matter
referred to in the paragraph shall be conclusive and binding
upon each Director.








 



     
13. Termination of Board Service. Ninety days
following the termination of Board service by a Director, the
Director will receive, net of any applicable withholdings, Stock
equal in number to 50% of the Deferred Stock Units credited to
the Director’s account. Such Director shall receive Stock
equal in number to the remaining 50% of the Deferred Stock Units
credited to such account on the first anniversary of such date.
Notwithstanding the foregoing, the Director may elect to begin
such installments the calendar year following the
Director’s termination of Board service or retirement (the
“Alternate Date”) and may further elect to receive
such payments in three equal installments beginning either
(a) ninety days following the termination of Board service
or retirement or (b) on the Alternative Date. Any
fractional shares remaining after the final installment is
received by the Director shall be paid in cash based on the Fair
Market Value of the Stock on the final payment date.



     
14. Change of Control. Within 30 days following
a Change of Control, the Company shall make a lump-sum payment
in cash (representing full payment of the Director’s
Deferred Stock Unit account) to a Director, where each Deferred
Stock Unit shall be valued at the greater of (a) the Fair
Market Value of a share of Stock on the date of payment or
(b) the highest price per share of Stock paid in the
transaction or transactions constituting the Change of Control.



     
15. Forfeiture of Deferred Stock Units and Options.
No Director or other person shall have any right to receive the
Stock equal to the Deferred Stock Units credited to such
Director’s account and the Company’s obligation, with
respect to such Director, under the Plan shall be extinguished
if the Board of Directors, based upon the recommendation of the
Committee, concludes, prior to a Change of Control, in its sole
discretion, that the Director engaged in conduct that had a
material adverse effect on the Company (including, but not
limited to, divulging confidential information of the Company or
engaging in competition with the Company).



     
16. Transferability. A Director’s right and
interest under the Plan, including his or her Deferred Stock
Units and Options, may no be assigned or transferred, except as
provided in Section 11 hereof, and any attempted assignment
or transfer shall be null and void and shall extinguish, in the
Company’s sole discretion, that the Director engaged in
conduct that had a material adverse effect on the Company
(including, but not limited to, divulging confidential
information of the company or engaging in competition with the
Company).



     
17. No Right to Service. Neither participant in the
plan nor any action under the Plan shall be construed to give
any Director a right to be retained in the service of the
Company.



     
18. Unfunded Plan. Unless otherwise determined by
the Committee, the Plan shall be unfounded. To the extent any
individual holds any rights by virtue of a grant awarded under
the Plan, such rights (unless otherwise determined by the
Committee) shall be no greater than the rights of an unsecured
general creditor of the Company.



     
19. Successors and Assigns. The Plan shall be
binding on all successors and assigns of the Company and a
Director, including without limitation, the estate of such
Director and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or
representative of the Director’s creditors.



     
20. Plan Amendment. The Board may amend the Plan as
it deems necessary or appropriate, but not in a manner that
reduces a Director’s Deferred Stock Units.



     
21. Plan Termination. The Board may terminate this
Plan (in whole or in part) at any time. However, if so
terminated, prior awards shall, at the discretion of the Board
either (a) become immediately payable, or (b) remain
outstanding and in effect accordance with their applicable terms
and conditions.



     
22. Governing Law. The validity, constructions and
effect of the Plan and any actions take or relating to the Plan
shall be governed by the substantive laws, but not the choice of
law rules, of the State of New York, and applicable provisions
of the Delaware General Corporation Law.



     
23. Effective Date. The Plan shall be effective as
of November 20, 1997.