**Exhibit 10.14**
**BOWNE & CO., INC.**
**DEFERRED AWARD PLAN**
**1)** **PURPOSE**   The purpose of the Plan is to enable the Company, through deferred awards ofcompensation, to attract and retain executives; to motivate these executivesto promote the growth and profitability of the Company; and to furtherassociate the interests of these executives with those of the Company’sstockholders. **2)** **DEFINITIONS**   “Annual Bonus Program” shall mean the Company’s annual bonus plan.   “Award” shall mean the annual incentive award granted to a Participant underthe Plan.   “Board of Directors” shall mean the Board of Directors of the Company.   “Bonus Payment Date” shall mean the date that the annual bonus for a periodwould be paid to the Participant under the Annual Bonus Program.   “Change of Control” shall have the same meaning as in the Company’s 1997Stock Incentive Plan.   “Code” shall mean the Internal Revenue Code of 1986, as amended.   “Committee” shall mean the Compensation Committee of the Board of Directors.   “Company” shall mean Bowne & Co., Inc.   “Disability” shall mean a disability under the Company’s Long TermDisability Plan.   “Employee” shall mean any person (including an officer) employed by theCompany on a full-time salaried basis.
 

 

  “Fair Market Value” shall mean the average of the highest and lowest salesprices of stock reported as having occurred on the American Stock Exchangeon the date of determination thereof (or, if the stock is not then traded onthe American Stock Exchange, the mean between the highest and lowest salesprices reported as having occurred on the principal market (as determined bythe Committee) on which the stock is then traded) or, if there is no suchsale 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 tentrading days or if there ceases to be a principal market for the stock ofthe Company, the “Fair Market Value” of such stock shall be determined bythe Committee in its reasonable discretion and in good faith.   “Long Term Performance Plan” shall mean the Company’s Long Term PerformancePlan, as from time to time amended and in effect.   “Participant” shall mean an Employee selected by the Committee toparticipate in the Plan.   “Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan, as set forthherein, as from time to time amended and in effect.   “Profit Sharing Plan” shall mean the Bowne Profit Sharing Plan, as from timeto time amended and in effect.   “Retirement” shall mean retirement after age 60 or such earlier age as maybe approved by the Company in writing.   “Stock” shall mean shares of common stock of the Company.   “Unit” shall mean a book account maintained by the Company in an amountequal to the Fair Market Value of a share of stock. **3)** **ADMINISTRATION**   The Plan shall be administered by the Committee, which shall have fullauthority and discretion to interpret the Plan, to establish rules andregulations relating to the Plan, to determine the criteria for eligibilityto participate in the Plan, to select Participants in the Plan, and to makeall other determinations and take all other actions necessary or appropriatefor the proper administration of the Plan. The Committee’s interpretationof the Plan, and all actions taken within the scope of its authority, shallbe final and binding on the Company, its stockholders and Participants,Employees, former Employees and beneficiaries. No member of the Committeeshall be eligible to participate in the Plan.
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**4)** **ELIGIBILITY AND PARTICIPATION**   Participation in the Plan shall be limited to those Employees whom theCommittee shall select, in its sole discretion, to participate in the Plan.The Committee may limit participation for any Employee to one or more of theAwards described in Section 5(a), (b), (c) or (d), respectively. **5)** **GRANT OF AWARDS**
 (a) If the Company has awarded a Participant a bonus pursuant to theAnnual Bonus Plan equal to 100% of the Participant’s target bonus, thenthe Committee shall award to that Participant the product of 1.2 timesthe excess of (i) the amount that would have been paid to theParticipant pursuant to the Annual Bonus Program if the Annual BonusProgram permitted awards in excess of 100% of the Participant’s targetbonus, over (ii) 100% of Participant’s target bonus pursuant to theAnnual Bonus Program; provided, however, that the Participant’s Awardpursuant to this Section 5(a) (prior to being multiplied by 1.2) shallbe no greater than 50% of Participant’s target bonus pursuant to theAnnual Bonus Program.  (b) If the Company has awarded a Participant an award pursuant to theLong Term Performance Plan equal to 100% of the Participant’s targetaward, then the Committee shall award to that participant the productof 1.2 times the excess of (i) the amount that would have been paid tothe Participant pursuant to the Long Term Performance Plan if the LongTerm Performance Plan permitted awards in excess of 100% of theParticipant’s target award, over (ii) 100% of Participant’s targetaward pursuant to the Long Term Performance Plan; provided, however,that the Participant’s Award pursuant to this Section 5(b) (prior tobeing multiplied by 1.2) shall be no greater than 100% of Participant’starget award pursuant to the Long Term Performance Plan.  (c) If the Company has awarded a Participant an award pursuant to theLong Term Performance Plan which has been mandatorily deferred pursuantto Section 6(a) of the Long Term Performance Plan, then the Committeeshall award to that Participant the product of 1.2 times the award orportion of that award which has been mandatorily deferred pursuant toSection 6(a) of the Long Term Performance Plan.  (d) If the Company has made the maximum allowable allocation to aParticipant’s Profit-Sharing Plan account permitted by the Code for thecalendar year pursuant to the Profit-Sharing Plan, then the Committeeshall also award to that Participant the quotient of (i) the excess of(x) the allocation to a Participant’s account that would have been madeunder the Profit-Sharing Plan for the prior plan year had there been nolimitations on contributions imposed by the Code, including thelimitations imposed pursuant to Sections 401(a)(17) and 415 of theCode, over (y) the contribution actually allocated to the Participant’saccount pursuant to the Profit-Sharing Plan for that calendar year,divided by (ii) 0.715.
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 (e) All Awards hereunder shall be deferred, and shall be expressed asUnits credited to the Participant; the number of such Units awarded onthe date of grant of the Award shall be equal to (i) the amounts setforth in (a), (b), (c) or (d) above, divided by (ii) the average FairMarket Value of a share of stock for the last five trading days ofDecember of the calendar year for which the Award is made.
**6.** **DIVIDEND EQUIVALENTS; PAYMENT WITH RESPECT TO AWARDS**
 (a) Each Unit will be credited from time to time with additionalamounts equal to the dividend paid on a share of stock, which amountsshall be reinvested in additional Units based on the then prevailingFair Market Value of a share of stock.  (b) Subject to the provisions of Section 7, a Participant shall receiveone share of stock for each Unit credited to such Participant, in fullpayment of the Participant’s Award, at the applicable time set forthbelow:
 (i) within 60 days following a Participant’s death or disability;  (ii) in the event of a Participant’s Retirement, one-half of theAward shall be payable on the first anniversary of the Participant’sRetirement and one-half of the Award shall be payable on the secondanniversary thereof;  (iii) within 30 days following a Change of Control; provided,however, that the Company may, in its sole discretion, make paymentin cash form rather than stock, where each Unit shall be valued atthe greater of (a) the Fair Market Value of a share of stock or (b)the highest price per share of stock paid in the transaction ortransactions constituting the Change of Control;  (iv) within 60 days following the second anniversary of aParticipant’s termination of employment for any reason not listed in(i), (ii) or (iii) above; or  (v) the Company may, in its sole discretion, pay to theParticipant an amount not greater than that portion of the Awardthat the Committee determines, in its sole discretion, necessary tomeet a financial hardship arising from an emergency; provided,however, that the payment shall be made only in instances ofunforeseen hardship arising from causes beyond the Participant’scontrol.
   For a payment pursuant to (v) above, the Participant shall apply inwriting to the Committee for any hardship payment and shall furnish theCommittee such information as the Committee deems necessary andappropriate to make its determination.
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**7.** **LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS**   No Participant shall have any right to receive payment with respect to anAward under the Plan if, at any time prior to the second anniversary of aParticipant’s termination of employment (other than a termination ofemployment due to death, disability, or following a Change of Control),the Participant either (i) engaged, directly or indirectly, eitherpersonally or as an employee, agent, partner, stockholder, officer ordirector of, or consultant to, any entity or person engaged in anybusiness which the Company or any of its affiliates is engaged, and, inthe opinion of the Committee, such entity or person has engaged incompetition with the Company or any of its affiliates or (ii) at any timedivulged to any person or entity other than the Company or any of itsaffiliates, any of the trade secrets, methods, processes or otherproprietary or confidential information of the Company or any of itsaffiliates. For the purpose of this paragraph, a Participant shall bedeemed not a stockholder of a competing entity if the Participant’srecord and beneficial ownership amount to not more than one percent ofthe outstanding capital stock of any company subject to the periodicreporting requirements of Section 13 or Section 15(d) of the SecuritiesExchange Act of 1934, as amended. **8.** **DESIGNATION OF BENEFICIARY**   A Participant may designate a beneficiary or beneficiaries who, in theevent of the Participant’s death prior to full payment of any Awardhereunder, shall receive payment of any Award due under the Plan. Suchdesignation shall be made by the Participant on a form prescribed by theCommittee. The Participant may at any time, change or revoke suchdesignation. A beneficiary designation, or revocation of a priorbeneficiary designation, will be effective only if it is made in writingon a form provided by the Company, signed by the Participant and receivedby the Secretary of the Company (or the Secretary’s designate). If theParticipant does not designate a beneficiary or the beneficiary diesprior to receiving any payment of an Award, Awards payable under the Planshall be paid to the Participant’s estate. If the beneficiary dies afterreceiving any payment of an Award, any amounts remaining to be paid shallbe paid to the beneficiary’s estate.
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**9.** **CORPORATE CHANGE**   If (i) the Company shall at any time be involved in a transactiondescribed in subsection (a) of Section 424 of the Code; (ii) the Companyshall declare a dividend payable in, or shall subdivide or combine, theStock; or (iii) any other event shall occur which in the judgment of theCommittee necessitates action by way of adjusting the terms of theoutstanding Awards, the Committee shall forthwith take any such actionas in its judgment shall be necessary to preserve the Participants’rights substantially proportionate to the rights existing prior to suchevent. The judgment of the Committee with respect to any matter referredto in this paragraph shall be conclusive and binding upon eachParticipant. **10.** **AMENDMENTS**   The Board of Directors or the Committee may at any time amend (in wholeor in part) this Plan provided that no such amendment shall adverselyaffect an Award previously granted. **11.** **TERMINATION**   The Board of Directors or the Committee may terminate this Plan (in wholeor in part) at any time. The termination shall not adversely affect anAward previously granted, other than to accelerate the timing of apayment with respect to an Award. **12.** **MISCELLANEOUS PROVISIONS**
 (a) This Plan is not a contract between the Company and itsEmployees; it is totally gratuitous on the part of the Company. NoEmployee or other person shall have any claim or right to be grantedan Award under this Plan. Neither the establishment of 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 beassigned or transferred, except as provided in Section 8 hereof, andany attempted assignment or transfer shall be null and void andshall extinguish, in the Company’s sole discretion, the Company’sobligation under the Plan to pay Awards with respect to theParticipant.  (c) The Plan shall be unfunded except that the Company mayestablish a grantor trust to assist it in meeting its obligationshereunder.
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 (d) The Company shall have the right to deduct from Awards paidany taxes or other amounts required by law to be withheld.  (e) The Plan shall be construed, interpreted and governed inaccordance with the laws of the State of Delaware, without referenceto rules relating to conflicts of law.
**13.** **EFFECTIVE DATE**
   The Plan shall be effective on November 1, 1996.
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