possessing 30 percent or more of the total voting power of the Stock of the Company.  (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.“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.
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“Fair Market Value” shall mean the average of the highest and lowest sales prices of Bowne &Co., Inc. Stock reported as having occurred on the New York Stock Exchange (or its successor)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 trading days or ifthere ceases to be a principal market for the Stock of the Company, the “Fair Market Value” ofsuch Stock shall be determined by the Committee in its reasonable discretion, in accordancewith the requirements of Section 409A of the Code and in good faith.“Long Term Performance Plan” shall mean the Company’s Long Term Performance Plan, as from timeto time amended and in effect.“Participant” shall mean an Employee selected by the Committee to participate in the Plan.“Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan, as set forth herein, as from timeto time amended and in effect.“Profit Sharing Plan” shall mean the Bowne Profit Sharing Plan, as from time to time amendedand 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.“Unit” shall mean a book account maintained by the Company in an amount equal to the FairMarket Value of a share of Stock.**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,and to make all other determinations and take all other actions necessary or appropriate forthe proper administration of the Plan. The Committee shall interpret and administer the Planin a manner that will permit the Plan to comply with the requirements of Section 409A of theCode, including the payment restrictions applicable to “specified employees” as that term isdefined in a resolution of the Board setting forth the definition used by the Company toidentify such employees in accordance with Section 409A of the Code. The Committee’sinterpretation of the Plan, and all actions taken within the scope of its authority, shall befinal and binding on the Company, its stockholders and Participants, Employees, formerEmployees
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and beneficiaries. No member of the Committee shall be eligible to participate in the Plan.**4)** **ELIGIBILITY AND PARTICIPATION**Participation in the Plan shall be limited to those Employees whom the Committee shall select,in its sole discretion, to participate in the Plan. The Committee may limit participation forany Employee to one or more of the Awards 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 the Annual Bonus Programequal to 100% of the Participant’s target bonus, then the Committee shall award to thatParticipant the product of 1.2 times the excess of (i) the amount that would have beenpaid to the Participant pursuant to the Annual Bonus Program if the Annual Bonus Programpermitted awards in excess of 100% of the Participant’s target bonus, over (ii) 100% ofParticipant’s target bonus pursuant to the Annual Bonus Program; provided,however, that the Participant’s Award pursuant to this Section 5(a) (prior to beingmultiplied by 1.2) shall be no greater than 50% of Participant’s target bonus pursuant tothe Annual Bonus Program.  (b) If the Company has awarded a Participant an award pursuant to the Long TermPerformance Plan equal to 100% of the Participant’s target award, then the Committee shallaward to that participant the product of 1.2 times the excess of (i) the amount that wouldhave been paid to the Participant pursuant to the Long Term Performance Plan if the LongTerm Performance Plan permitted awards in excess of 100% of the Participant’s targetaward, over (ii) 100% of Participant’s target award pursuant to the Long Term PerformancePlan; provided, however, that the Participant’s Award pursuant to this Section5(b) (prior to being 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 the Long TermPerformance Plan which has been mandatorily deferred pursuant to Section 6(a) of the LongTerm Performance Plan, then the Committee shall award to that Participant the product of1.2 times the award or portion of that award which has been mandatorily deferred pursuantto Section 6(a) of the Long Term Performance Plan.  (d) If the Company has made the maximum allowable allocation to a Participant’sProfit-Sharing Plan account permitted by the Code for the calendar year pursuant to theProfit-Sharing Plan, then the Committee shall also award to that Participant the quotientof (i) the excess of (x) the allocation to a Participant’s account that would have beenmade under the Profit-Sharing Plan for the prior plan year had there been no limitationson contributions imposed by the Code, including the limitations imposed pursuant toSections 401(a)(17) and 415 of the Code, over (y)
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   the contribution actually allocated to the Participant’s account pursuant to theProfit-Sharing Plan for that calendar year, divided by (ii) 0.715.  (e) All Awards hereunder shall be deferred, and shall be expressed as Units credited tothe Participant; the number of such Units awarded on the date of grant of the Award shallbe equal to (i) the amounts set forth in (a), (b), (c) or (d) above, divided by (ii) theaverage Fair Market Value of a share of Stock.**6.** **DIVIDEND EQUIVALENTS; PAYMENT WITH RESPECT TO AWARDS** (a) Each Unit will be credited from time to time with additional amounts equal to thedividend paid on a share of Stock, which amounts shall be reinvested in additional Unitsbased on the then prevailing Fair Market Value of a share of Stock.  (b) Subject to the provisions of Section 7, a Participant shall receive one share ofStock for each Unit credited to such Participant, in full payment of the Participant’sAward, at the first to occur of the events set forth below: (i) within 60 days following a Participant’s death or disability;  (ii) in the event of a Participant’s Retirement, one-half of the Award shall bepayable on the first anniversary of the Participant’s Retirement and one-half of theAward shall be payable on the second anniversary thereof;  (iii) immediately upon a Change in Control;  (iv) within 60 days following the second anniversary of a Participant’s separationfrom service for any reason not listed in (i), (ii) or (iii) above; or  (v) the Company may, in its sole discretion and in accordance with Section 409Aof the Code, pay to the Participant an amount not greater than that portion of theAward that the Committee determines, in its sole discretion, necessary to meet asevere financial hardship arising from a sudden and unexpected illness, or accident ofthe Participant or of a dependent (as defined in section 152(a) of the Code) of theParticipant or other similar unforeseeable circumstances; provided, however,that the payment shall be made only in instances of unforeseen hardship arising fromcauses beyond the Participant’s control.For a payment pursuant to (v) above, the Participant shall apply in writing to theCommittee for any hardship payment and shall furnish the Committee such information as theCommittee deems necessary and appropriate to make its determination.**7.** **LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS**No Participant shall have any right to receive payment with respect to an Award under thePlan if, at any time prior to the second anniversary of a Participant’s termination ofemployment (other than a termination of employment due to death, disability, or following aChange in Control), the Participant either (i) engaged, directly or indirectly, eitherpersonally or as an employee, agent, partner,
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stockholder, officer or director of, or consultant to, any entity or person engaged in anybusiness which 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 of itsaffiliates or (ii) at any time divulged to any person or entity other than the Company orany of its affiliates, any of the trade secrets, methods, processes or other proprietary orconfidential information of the Company or any of its affiliates. For the purpose of thisparagraph, a Participant shall be deemed not a stockholder of a competing entity if theParticipant’s record and beneficial ownership amount to not more than one percent of theoutstanding capital stock of any company subject to the periodic reporting requirements ofSection 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended.**8.** **DESIGNATION OF BENEFICIARY**A Participant may designate a person or person 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, Awards payable under the Planshall be paid to the Participant’s estate. If the beneficiary dies after receiving anypayment of an Award, any amounts remaining to be paid shall be paid to the beneficiary’sestate**9.** **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, the Committee shall forthwith take any such action as in its judgmentshall be necessary to preserve the Participants’ rights substantially proportionate to therights existing prior to such event. The judgment of the Committee with respect to anymatter referred to in this paragraph shall be conclusive and binding upon each Participant.**10.** **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.**11.** **TERMINATION**
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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, otherthan to accelerate the timing of a payment with respect to an Award, but only to the extentsuch acceleration is permitted under Section 409A of the Code.**12.** **MISCELLANEOUS PROVISIONS** **(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 8 hereof, and any attempted assignment ortransfer shall be null and void and shall extinguish, in the Company’s solediscretion, the Company’s obligation under the Plan to pay Awards with respect to theParticipant.  **(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 Awards 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.**13.** **COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS**The Company may postpone the issuance or delivery of Stock or payment of other benefitsunder any Award if the Company reasonably anticipates that the delivery of such Stock orpayment of other benefits would violate any federal or state law, rule or regulation andmay require any Participant to make such representations, furnish such information andcomply with or be subject to such other conditions as it may consider appropriate inconnection with the issuance or delivery of Stock or payment of other benefits incompliance with applicable laws, rules, and regulations provided however that delivery ofStock or payment of other benefits shall be made at the earliest date at which the Companyreasonably anticipates that such delivery of Stock or payment of other benefits will notcause a violation of the applicable laws, rules and regulations.**14.** **EFFECTIVE DATE**The Amended and Restated Plan shall be effective as of December 31, 2008.
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