(c) The date a majority of the members of the Board of Directors is replaced during any12-month period by directors whose appointment or election is not endorsed by a majorityof the members of the Board of Directors before the date of the appointment or election.  (d) The date any one person, or more than one person acting as a group, acquires (or hasacquired during the 12-month period ending on the date of the most recent acquisition bysuch person or persons) assets from the Company that have a total gross fair market valueequal to or more than 40 percent of the total gross fair market value of all of the assetsof the Company immediately before such acquisition or acquisitions. For this purpose,gross fair market value means the value of the assets of the Company, or the value of theassets being disposed of, determined without regard to any liabilities associated withsuch assets.Any determination of the occurrence of any Change in Control made in good faith by the Board,on the basis of information available at the time to it, shall be conclusive and binding forall purposes under the Plan.“Code” shall mean the Internal Revenue Code of 1986, as amended.“Committee” shall mean the Compensation and Management Committee of the Board of Directors.“Company” shall mean Bowne & Co., Inc.“Deferred Award Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan.“Disability” shall mean any one of the following:(a) If a Participant is unable to engage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment that can be expected to result in death orcan be expected to last for a continuous period of not less than 12 months.(b) If a Participant is, by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or can be expected to last for a continuous period ofnot less than 12 months, receiving income replacement benefits for a period of not less thanthree months under an accident and health plan covering employees of the Company.(c) If a Participant is determined to be totally disabled by the Social Security Administrationor Railroad Retirement Board.“Employee” shall mean any person (including an officer) employed by the Company on a full-timesalaried basis.“Fair Market Value” shall mean the average of the highest and lowest sales prices of stockreported as having occurred on the New York Stock Exchange(or its successor)
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on the date of determination thereof (or, if the stock is not then traded on the New York StockExchange, the mean between the highest and lowest sales prices reported as having occurred onthe principal market (as determined by the Committee) on which the stock is then traded) or, ifthere is no such sale on that date, then on the last preceding date on which such a sale wasreported; provided, however, that, if the stock has not been traded for ten tradingdays or if there ceases to be a principal market for the stock of the Company, the “Fair MarketValue” of such stock shall be determined by the Committee in its reasonable discretion, inaccordance with the requirements of Section 409A of the Code and in good faith.“Participant” shall mean an Employee selected by the Committee to participate in the Plan for aPerformance Period.“Performance Period” shall mean three consecutive calendar years or such other period of timedesignated by the Committee with respect to which an Award shall be earned.“Plan” shall mean the Bowne & Co., Inc. Long-Term Performance Plan, as set forth herein, asfrom time to time amended and in effect.“Retirement” shall mean separation from service with the Company and its affiliates afterhaving reached age 60 or such earlier age as may be approved by the Company in writing.“Stock” shall mean shares of common stock of the Company.**3) ADMINISTRATION**The Plan shall be administered by the Committee, which shall have full authority and discretionto interpret the Plan, to establish rules and regulations relating to the Plan, to determinethe criteria for eligibility to participate in the Plan, to select Participants in the Plan,the performance targets under the Plan and the amount of the Awards, and to make all otherdeterminations and take all other actions necessary or appropriate for the properadministration of the Plan. The Committee shall interpret and administer the Plan in a mannerthat will permit the Plan to comply with the requirements of Section 409A of the Code,including the payment restrictions applicable to “specified employees” as that term is definedin a resolution of the Board setting forth the definition used by the Company to identify suchemployees in accordance with Section 409A of the Code. The Committee’s interpretation of thePlan, and all actions taken within the scope of its authority, shall be final and binding onthe Company, its stockholders, Participants, Employees, former Employees and beneficiaries. Nomember of the Committee shall be eligible to participate in the Plan.**4)** **ELIGIBILITY AND PARTICIPATION**
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Participation in the Plan shall be limited to those Employees whom the Committee shall select,on the basis of such Employees’ significant impact on the long term success of the Company, toparticipate in the Plan for that Performance Period.**5) ESTABLISHMENT OF GOALS; GRANT OF AWARDS**The Committee shall approve the level of performance goals which must be achieved during aPerformance Period in order for a Participant to earn an Award payable under the Plan at theend of that Performance Period. Each Participant selected by the Committee with respect to aparticular Performance Period shall be granted an Award for that Performance Period determinedby the Committee in its sole discretion.**6.** **PAYMENT OF AWARDS** (a) Subject to the provisions of Section 7 and Section 8, each Participant shall beeligible to receive after the close of a Performance Period cash or Stock equal to thevalue of such Participant’s Award for that Performance Period; provided,however, that no Participant shall receive more than 100% of his or her targetAward; provided, further, that in the event payment of an Award, or a portion ofan Award, would not be fully deductible, when paid by the Company, under the Code, thenpayment for such Award, or the portion of such Award which is not deductible, shall bemandatorily deferred pursuant to the Deferred Award Plan and such Award or portion of suchAward shall not be payable pursuant to this Plan.  (b) Subject to the provisions of Section 7 and Section 8, an Award shall be paid in thecalendar year following the close of a Performance Period, unless the Participant has madean election under Section 8 to defer receipt of such Award.  (c) In the event of a Change in Control, the Committee, in its sole discretion, mayterminate any or all active Performance Periods with respect to any Participant and paysuch Participant cash or stock equal to the value of such Participant’s target Award forthose terminated Performance Periods.**7.** **LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS** a) No Participant shall have any right to receive payment of an Award under thePlan for a Performance Period unless the Participant remains in the employ of theCompany or any of its affiliates through the Award Payment Date. However, in theevent that, prior to the Award Payment Date, a Participant’s employment with theCompany and its affiliates terminates due to the Participant’s death, disability orRetirement, the Participant (or, in the event of the Participant’s death, the personor estate determined under Section 9) shall remain eligible to receive a portion ofthe Award based on the amount of time the Participant was employed during thePerformance Period. Notwithstanding the preceding two sentences, the Committee may,if in the reasonable opinion of the Committee circumstances warrant such action,approve payment of an Award to a Participant whose employment terminates
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prior to the Award Payment Date for reasons other than death or disability orretirement. A payment made pursuant to this Section 7 shall be made in the calendaryear following the termination of employment. b) Furthermore, no Participant shall have any right to receive payment of anAward under the Plan if, subsequent to the commencement of the Performance Period andprior to the Award Payment date, the Participant either (i) engaged directly orindirectly, either personally or as an employee, agent, partner, stockholder, officeror director of, or consultant to, any entity or person engaged in any business inwhich the Company or any of its affiliates is engaged, and, in the opinion of theCommittee, such entity or person has engaged in competition with the Company or any ofits affiliates or (ii) at any time divulged to any person or entity other than theCompany or any of its affiliates, any of the trade secrets, methods, processes orother proprietary or confidential information of the Company or any of its affiliates.For the purposes of this paragraph, a Participant shall be deemed not a stockholderof a competing entity if the Participant’s record and beneficial ownership amount tonot more than one percent of the outstanding capital stock of any company subject tothe periodic reporting requirements of Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934, as amended.  c) The Company may postpone the issuance or delivery of Stock or payment ofother benefits under any Award if the Company reasonably anticipates that thedelivery of such Stock or payment of other benefits would violate any federal or statelaw, rule or regulation and may require any Participant to make such representations,furnish such information and comply with or be subject to such other conditions as itmay consider appropriate in connection with the issuance or delivery of Stock orpayment of other benefits in compliance with applicable laws, rules, and regulationsprovided however that delivery of Stock or payment of other benefits shall be made atthe earliest date at which the Company reasonably anticipates that such delivery ofStock or payment of other benefits will not cause a violation of the applicable laws,rules and regulations.**8.** **DEFERRAL OF PAYMENT AWARDS.** a) A Participant may, subject to the terms and conditions of this Section 8,elect to defer payment of all or a portion of any Award which the Participant mightearn with respect to a Performance Period by completing the payment deferral formprescribed by the Committee (the “Deferred Amount”). The Committee may, at itsdiscretion, provide that a percentage or percentages of amounts voluntarily deferredpursuant to this Section 8 will be matched.  b) Payment Deferral Form. The payment deferral form shall include: (i) the amount to be deferred;  (ii) the period of deferral;  (iii) the period over which the payment is to be made; and
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 (iv) an acknowledgement by the Participant that he or she will pay to theCompany any amount required to be withheld in order to comply with applicable taxlaws and regulations. In the event that the Participant does not make suchacknowledgement or does not pay the Company the required amount, the Company shallhave the right to deduct from the Deferred Amount and matching amount plus orminus any earnings or losses any taxes or other amounts required by law to bewithheld. c) Date of Election. An election to defer receipt of an Award shall be made onor prior to the December 31 that immediately precedes the start of the applicablePerformance Period.  d) Payment of Deferred Awards. The amount deferred and the matching amount plusor minus any earnings or losses thereon pursuant to Subsection (e) hereof will be paid(in cash or Stock, at the Committee’s sole discretion) to the Participant (or, in theevent of the Participant’s death, the person or estate determined under Section 9), onthe date(s) specified in the deferral form prescribed by the Committee; provided,however, that in the event a deferred Award or portion of an Award, when payable,would not be fully deductible by the Company under the Code, then subject to therequirements of Section 409A of the Code, payment for such Award or portion of suchAward will be mandatorily deferred hereunder until such time as the Company may fullydeduct payment for such Award, or portion of such Award, pursuant to the Code.  e) Earnings Credited on Deferred Amounts/Matching Amounts. The Deferred Amountand the matching amount will be credited with dividend equivalents and appreciate anddepreciate in the same manner as if it were Stock.  f) Acceleration of Payment of Deferred Amount. (i) At any time prior to complete payment of the Deferred Amount andmatching amount plus or minus any earnings or losses, the Company may, in its solediscretion and in accordance with Section 409A of the Code, pay to the Participant(or, in the event of the Participant’s death, the person or estate determinedunder Section 9), an amount not greater than that portion of the Deferred Amountplus or minus any earnings or losses that the Committee determines, in its solediscretion, necessary to meet a severe financial hardship arising from a suddenand unexpected illness, or accident of the Participant or of a dependent (asdefined in section 152(a) of the Code) of the Participant or other similarunforeseeable circumstances. The payment shall be made only in instances ofhardship arising from causes beyond the Participant’s control. The Participantshall apply in writing to the Committee for any hardship payment under thissubsection (i) and shall furnish the Committee such information as the Committeedeems necessary and appropriate to make its determination.
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 (ii) The entire Deferred Amount and the matching amount, plus or minus anyearnings or losses, shall become immediately payable in the event of a Change inControl.**9.** **DESIGNATION OF BENEFICIARY**A Participant may designate a person or persons as the beneficiary or beneficiaries who, inthe event of the Participant’s death prior to full payment of any Award hereunder, shallreceive payment of any Award due under the Plan. Such designation shall be made by theParticipant on a form prescribed by the Committee. The Participant may at any time, changeor revoke such designation. A beneficiary designation, or revocation of a priorbeneficiary designation, will be effective only if it is made in writing on a form providedby the Company, signed by the Participant and received by the Secretary of the Company (orthe Secretary’s designate). If the Participant does not designate a beneficiary or thebeneficiary dies prior to receiving any payment of an Award and/or Deferred Amount andmatching amount plus or minus any earnings or losses, such amount shall be paid to theParticipant’s estate.] If the beneficiary dies after receiving any payment under thisPlan, any amounts remaining to be paid shall be paid to the beneficiary’s estate.**10.** **CORPORATE CHANGE**If (i) the Company shall at any time be involved in a transaction described in subsection(a) of Section 424 of the Code; (ii) the Company shall declare a dividend payable in, orshall subdivide or combine, the Stock; or (iii) any other event shall occur which in thejudgment of the Committee necessitates action by way of adjusting the terms of theoutstanding Awards, including the matching amount, the Committee shall forthwith take anysuch action as in its judgment shall be necessary to preserve the Participant’s rightssubstantially proportionate to the rights existing prior to such event. The judgment ofthe Committee with respect to any matter referred to in this paragraph shall be conclusiveand binding upon each Participant.**11.** **AMENDMENTS**The Board of Directors or the Committee may at any time amend (in whole or in part) thisPlan provided that no such amendment shall adversely affect an Award previously granted.**12.** **TERMINATION**The Board of Directors or the Committee may terminate this Plan (in whole or in part) atany time. The termination shall not adversely affect an Award previously granted and shallnot accelerate the timing of a payment with respect to an Award, unless such accelerationis permitted under Section 409A of the Code.**13.** **MISCELLANEOUS PROVISIONS**
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 (a) This Plan is not a contract between the Company and its Employees; it istotally gratuitous on the part of the Company. No Employee or other person shall haveany claim or right to be granted an Award under this Plan. Neither the establishmentof this Plan, nor any action taken hereunder, shall be construed as giving anyEmployee any right to be retained in the employ of the Company.  (b) A Participant’s right and interest under the Plan may not be assigned ortransferred, except as provided in Section 9 hereof, and any attempted assignment ortransfer shall be null and void and shall extinguish the Company’s obligation underthe Plan to pay the Award and/or Deferred Amount and matching amount plus or minus anyearnings or losses with respect to the Participant.  (c) The Plan shall be unfunded except that the Company may establish a grantortrust to assist it in meeting its obligations hereunder.  (d) The Company shall have the right to deduct from each Award and any DeferredAmount and matching amount plus or minus any earnings or losses paid any taxes orother amounts required by law to be withheld.  (e) The Plan shall be construed, interpreted and governed in accordance with thelaws of the State of Delaware, without reference to rules relating to conflicts oflaw.**14.** **EFFECTIVE DATE**The Amended and Restated Plan shall be effective as of December 31, 2008.
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