EX-10.23



 





Exhibit 10.23





LONG-TERM EQUITY
INCENTIVE AWARD AGREEMENT






LONG-TERM EQUITY
INCENTIVE AWARD AGREEMENT


pursuant to the


BOWNE & CO.,
INC.

AMENDED AND RESTATED 1999 INCENTIVE COMPENSATION PLAN


* * * * * * * 


Participant:               __________________________________


Date of Grant:           __________________________________


Number of Restricted
Stock Units granted:  ________________


This Long-Term Equity
Incentive Award Agreement (this “Agreement”) 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 May 25, 2006 (the
“Plan”) is hereby amended as follows:


Paragraph 1. Grant of
Restricted Stock Units shall be
amended by adding except as specified in paragraph 10 of this Agreement to the
end of the following sentence. “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.”


Paragraph 7. Termination of Employment shall be amended as follows:


(c) Immediate
Vesting of All Rights. In the event
of a Change of Control of the company the Participants will be entitled to
receive all vested and non-vest portions of the Final Award immediately. The
number of shares of Common Stock to be delivered to the Participant will be
equal to the number of shares that would have comprised the Final Award had the
last day of the final year of the Participant’s employment been the last day of
the Performance Period and the Target Average ROIC was attained.


(d) Definitions. For purposes of
this Agreement, “Disability” shall have the same meaning set forth in
any employment agreement between the Company and Participant; in the absence of
such an agreement, “Disability” means disability as determined by the
Committee in accordance with the standards and procedures similar to those
under the Company’s long-term disability plan, if any. Subject to the first sentence of this
paragraph, at any time that the Company does not maintain a long-term
disability plan, “Disability” shall mean any physical or mental
disability which is determined to be total and permanent by a doctor selected
in good faith by the Committee.


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LONG-TERM EQUITY
INCENTIVE AWARD AGREEMENT








For
purposes of this Agreement, “Involuntary Dismissal” shall mean the
termination of Participant’s employment with the Company (or any Subsidiary)
through and directly attributable to an action taken by the Board, the
Committee, or the Company, other than dismissal for Cause. For purposes of this Agreement, “Cause” shall
have the same meaning set forth in any employment agreement between the Company
(or any Subsidiary) and Participant; in the absence of such an agreement,
“Cause” shall mean the commission by the Participant of any of the Events
Triggering Forfeiture as identified in Section 10(b) of the Plan.


For
purposes of this Agreement, “Retirement” shall mean the Participant’s
termination of employment (other than for Cause) on a date which is after both
(i) the Participant’s 55th birthday and (ii) the completion of five
(5) years of service with the Company.


For
purposed of this Agreement, “Change of Control” shall have the same definition
as contained in the Termination Protection Agreements for certain key senior
executives.


IN WITNESS WHEREOF,
BOWNE & CO., INC. has caused this amendment to the Agreement to be executed
on its behalf by an officer of the Company thereunto duly authorized and
Participant has accepted the terms of this Agreement, both as of the date of
grant.


	PARTICIPANT
	BOWNE & CO., INC.
	By:
	By:

	 	 
	___________________	___________________
		David Shea



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