EX-10.27



 




EXHIBIT 10.27




BOWNE & CO., INC.



1999 INCENTIVE COMPENSATION PLAN



RESTRICTED STOCK AGREEMENT


     
This Restricted Stock Agreement (the
“Agreement”) sets forth the terms of the grant
on                     (the
“Grant Date”) by BOWNE & CO., INC., a
Delaware corporation (the “Company”),
to  (“Employee”) of Restricted Stock under the
Company’s 1999 Incentive Compensation Plan (the
“Plan”), as follows:




		
	 	     
    Number
    granted:                ______________
    Shares of Restricted Stock
    
	 
	 	     
    How Restricted Stock
    Vests:          The
    Restricted Stock, if not previously forfeited, will vest on the
    dates and as to the number of shares in the following table:
    





	 	 	 	 	 
			Number of Shares
	Stated Vesting Date		That Vest at that Date
	
		






		
	 	
    In addition, if not previously forfeited, the
    Restricted Stock will become immediately vested in full upon a
    Change in Control, and will become vested upon the occurrence of
    certain events relating to Termination of Employment to the
    extent provided in Section 3 hereof. The terms
    “vest” and “vesting” mean that the
    Restricted Stock has become non-forfeitable and transferable. If
    Employee has a Termination of Employment prior to a Stated
    Vesting Date and Shares of Restricted Stock are not otherwise
    deemed vested by that date, such Restricted Stock will be
    immediately forfeited. Forfeited Restricted Stock ceases to be
    outstanding and in no event will thereafter result in delivery
    of Shares to Employee.
    





The Restricted Stock is an award of shares of the
Company’s Common Stock (the “Common Stock”)
granted under Section 6(d) of the Plan, and is subject to
the risk of forfeiture and other restrictions specified in the
Plan and this Agreement, including the Terms and Conditions of
Restricted Stock attached hereto. The number and kind of shares
of Restricted Stock and other terms of the Restricted Stock are
subject to adjustment in accordance with Section 4(b)
hereof and Section 11(c) of the Plan.



     
Employee acknowledges and agrees that
(i) Restricted Stock is nontransferable, except as provided
in Section 2 hereof and Section 11(b) of the Plan,
(ii) the Restricted Stock is subject to forfeiture in the
event of Employee’s termination of employment in certain
circumstances prior to vesting, as specified in Section 3
hereof, (iii) the Restricted Stock is subject to forfeiture
in the event Employee fails to meet applicable requirements
relating to non-competition, confidentiality, non-solicitation
of customers, suppliers, business associates, employees, and
service providers, non-disparagement and cooperation in
litigation with respect to the Company and its subsidiaries and
affiliates, as set forth in Section 6 hereof and
Section 10 of the Plan, and (iv) sales of the Shares
following vesting of the Restricted Stock will be subject to the
Company’s policies regulating trading by employees,
including any applicable “blackout” or other
designated periods in which sales of Shares is not permitted.



     
IN WITNESS WHEREOF, BOWNE & CO., INC.
has caused this Agreement to be executed by its officer
thereunto duly authorized, and Employee has duly executed this
Agreement, by which each has agreed to the terms of this
Agreement.




	 	 	 
	 
	
    EMPLOYEE

    

    

    
[Employee Name]
    	 	
    BOWNE & CO., INC.

    

    By: 

    
Officer of the Company
    












 




TERMS AND CONDITIONS OF RESTRICTED
STOCK


     
The following Terms and Conditions apply to the
Restricted Stock granted to Employee by BOWNE & CO.,
INC. (the “Company”), and Restricted Stock resulting
from Dividend Equivalents (if any), as specified in the
Restricted Stock Agreement (of which these Terms and Conditions
form a part). Certain terms of the Restricted Stock, including
the number of shares granted and vesting date(s), are set forth
on the preceding pages.



     
1.     General.
The Restricted Stock is granted to Employee under the
Company’s 1999 Incentive Compensation Plan (the
“Plan”), a copy of which is being delivered to
Employee with this Agreement. All of the applicable terms,
conditions and other provisions of the Plan are incorporated by
reference herein. Capitalized terms used in this Agreement but
not defined herein shall have the same meanings as in the Plan.
If there is any conflict between the provisions of this document
and mandatory provisions of the Plan, the provisions of the Plan
govern. By accepting the grant of the Restricted Stock, Employee
agrees to be bound by all of the terms and provisions of the
Plan (as presently in effect or later amended), the rules and
regulations under the Plan adopted from time to time, and the
decisions and determinations of the Compensation and Management
Development Committee of the Company’s Board of Directors
(the “Committee”) made from time to time.



     
2.     Nontransferability.
Until such time as the Restricted Stock has become vested in
accordance with the terms of this Agreement, Employee may not
transfer Restricted Stock or any rights hereunder to any third
party other than by will or the laws of descent and
distribution. This restriction on transfer precludes any sale,
assignment, pledge, or other encumbrance or disposition of the
shares of Restricted Stock (except for forfeitures to the
Company).



     
3.     Termination
Provisions. The following provisions will govern the vesting
and forfeiture of the Restricted Stock that is outstanding at
the time of Employee’s Termination of Employment, unless
otherwise determined by the Committee (subject to
Section 9(a) hereof):




		
	 	     
    (a) Death or Disability. In the event
    of Employee’s Termination of Employment due to death or
    Disability (as defined below), all of the outstanding Restricted
    Stock will vest immediately, provided that, in the case of
    Disability, Employee signs a release in such form as may be
    approved by the Committee.
    
	 
	 	     
    (b) Termination by the Company Without
    Cause. In the event of Employee’s Termination of
    Employment involuntarily by the Company without Cause, a
    Pro-Rata Portion of the outstanding Restricted Stock will vest
    immediately. Any portion of the outstanding Restricted Stock not
    vested at the date of Termination will be forfeited.
    
	 
	 	     
    (c) Termination by the Company for Cause
    or Voluntarily by Employee. In the event of Employee’s
    Termination of Employment by the Company for Cause or by
    Employee voluntarily, the outstanding Restricted Stock will be
    forfeited.
    
	 
	 	     
    (d) Certain Definitions. The
    following definitions apply for purposes of this Agreement:
    





		
	 	     
    (i) “Cause” has the meaning
    defined in any employment agreement between Employee and the
    Company or a subsidiary as in effect at the date of this
    Agreement or, if there is no such employment agreement defining
    Cause, “Cause” means either (A) Employee’s
    willful malfeasance or nonfeasance having a significant adverse
    effect on the Company; provided that any action or refusal by
    Employee shall not “Cause” if, in good faith, Employee
    believed such action or refusal to be in, or not opposed to, the
    best interests of the Company or if Employee shall be entitled,
    under applicable law or under an Company’s Certificate of
    Incorporation or By-Laws, as they may be amended or restated
    from time to time, to be indemnified with respect to such action
    or refusal; (B) Employee’s conviction of a felony;
    (C) Employee commits any material breach of the
    Company’s Code of Ethics, which breach, if curable, has not
    been cured by Employee within 30 days following written
    notice delivered by the Company; (D) Employee engages in
    “misconduct” within the meaning of Section 304 of
    the Sarbanes-Oxley Act of 2002; or (E) Employee’s
    willful failure to
    




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    substantially carry out the duties of his
    position (except where such failure is a result of
    Employee’s death or Disability) after a written demand for
    substantial performance is delivered to Employee, which
    specifically identifies the manner in which the Company believes
    that Employee has not substantially performed Employee’s
    duties; provided, that for purposes of the definition of
    “Cause”, no act, or failure to act, on the part of
    Employee shall be considered “willful” to the extent
    such act, or failure to act, is specifically authorized or
    contemplated by a directive set forth in a resolution duly
    adopted by the Board.
    
	 
	 	     
    (ii) “Disability” means
    Employee’s physical or mental disability, bodily injury or
    disease (including a disability resulting from an occupational
    disease) which, in the opinion of a licensed physician
    designated by the mutual consent of the Company and Employee,
    would prevent Employee from performing regular duties for the
    Company from the date of occurrence of such disability for a
    period of more than one year.
    
	 
	 	     
    (iii) “Pro Rata Portion” means,
    for each tranche of Restricted Stock, a fraction the numerator
    of which is the number of days that have elapsed from the Grant
    Date to the date of Employee’s Termination of Employment
    and the denominator of which is the number of days from the
    Grant Date to the Stated Vesting Date for that tranche. A
    “tranche” is that portion of the Restricted Stock that
    has a unique Stated Vesting Date.
    
	 
	 	     
    (iv) “Termination of Employment”
    means the event by which Employee ceases to be employed by the
    Company or any subsidiary of the Company and, immediately
    thereafter, is not employed by or providing substantial services
    to any of the Company or a subsidiary of the Company.
    




     
4.     Dividends and
Adjustments.



     
(a) Dividends. In the event of
dividends or distributions on Common Stock, the following terms
and conditions shall apply except as provided in
Section 4(b) below:




		
	 	     
    (i) In the event of a cash dividend or
    distribution on Common Stock, such dividend or distribution
    shall be automatically reinvested in additional shares of
    Restricted Stock in accordance with the Bowne Direct Stock
    Purchase and Dividend Reinvestment Plan (or any successor, or if
    participation therein is not administratively feasible, on terms
    substantially the same as under such plan). Employee agrees to
    sign the new account application and related forms under the
    Company’s Direct Stock Purchase and Dividend Reinvestment
    Plan. Share acquired under this Section 4(a)(i) will become
    vested if and to the same extent as the original Restricted
    Stock with respect to which the cash dividend or distribution
    was made becomes vested and, to the greatest extent practicable,
    shall be subject to all other terms and conditions as applied to
    the original Restricted Stock;
    
	 
	 	     
    (ii) In the event of any non-cash dividend
    or distribution in the form of property other than Common Stock
    payable on Common Stock (including shares of a subsidiary of the
    Company distributed in a spin-off), the Company shall retain in
    its custody the property so distributed in respect of
    Employee’s Restricted Stock, which property thereafter will
    become vested if and to the same extent as the original
    Restricted Stock with respect to which the property was
    distributed becomes vested and, to the greatest extent
    practicable, shall be subject to all other terms and conditions
    as applied to the original Restricted Stock, including in the
    event of any dividends or distributions paid in respect of such
    property or with respect to the placement of any legend on
    certificate(s) or documents representing such property;
    provided, however, that any dividend or distribution of rights
    that expire before the applicable Stated Vesting Date will be
    unrestricted and exercisable by Employee in accordance with
    their terms;
    
	 
	 	     
    (iii) In the event of a dividend or
    distribution in the form of Common Stock or split-up of shares,
    the Common Stock issued or delivered as such dividend or
    distribution or resulting from such split-up will be deemed to
    be additional Restricted Stock and will become vested if and to
    the same extent as the original Restricted Stock with respect to
    which the dividend or distribution was payable becomes vested,
    and shall be subject to all other terms and conditions as
    applied to the original Restricted Stock.
    




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(b) Adjustments. The number and kind
of shares of Restricted Stock, the number of such shares to be
vested and other terms and conditions of Restricted Stock or
otherwise contained in this Agreement shall be appropriately
adjusted, in order to prevent dilution or enlargement of
Employee’s rights hereunder, to reflect any changes in the
number of outstanding shares of Common Stock resulting from any
event referred to in Section 11(c) of the Plan, taking into
account any Restricted Stock or other amounts paid or credited
to Employee in connection with such event under
Section 4(a) hereof, in the sole discretion of the
Committee. In addition, the Committee may vary the treatment of
any dividend or distribution as specified under
Section 4(a), in its discretion, for administrative
convenience or any other reason. The Committee may determine how
to treat or settle any fractional share resulting under this
Agreement.



     
5.     Other Terms of
Restricted Stock.



     
(a) Voting and Other Shareholder
Rights. Employee shall be entitled to vote Restricted Stock
on any matter submitted to a vote of holders of Common Stock,
and shall have all other rights of a shareholder of the Company
except as expressly limited by this Agreement and the Plan.



     
(b) Consideration for Grant of Restricted
Stock. Employee shall be required to pay no cash
consideration for the grant of the Restricted Stock, but
Employee’s performance of services to the Company prior to
the vesting of the Restricted Stock shall be deemed to be
consideration for this grant of Restricted Stock.
Employee’s services performed from the Grant Date to the
date of issuance of the shares of Restricted Stock is hereby
determined to have a value at least equal to the aggregate par
value of the shares being newly issued in connection with the
grant of Restricted Stock.



     
(c) Insider Trading Policy
Applicable. Employee acknowledges that sales of shares
resulting from Restricted Stock that has become vested will be
subject to the Company’s policies regulating trading by
executive officers and employees.



     
(d) Certificates Evidencing Restricted
Stock. Restricted Stock shall be evidenced by issuance of
one or more certificates in the name of Employee, bearing an
appropriate legend referring to the terms, conditions, and
restrictions applicable hereunder, and shall remain in the
physical custody of the General Counsel of the Company or his
designee until such time as such shares of Restricted Stock have
become vested and the restrictions hereunder have therefore
lapsed. In addition, Restricted Stock shall be subject to such
stop-transfer orders and other restrictive measures as the
General Counsel of the Company shall deem advisable under
federal or state securities laws, rules and regulations
thereunder, and New York Stock Exchange rules, or to implement
the terms, conditions and restrictions hereunder, and the
General Counsel may cause a legend or legends to be placed on
any such certificates to make appropriate reference to the
terms, conditions and restrictions hereunder.



     
6.     Additional
Forfeiture Provisions. The Restricted Stock is subject to
the additional forfeiture conditions imposed under
Section 10 of the Plan, provided that any forfeiture as a
result of the occurrence of a Forfeiture Event will occur at the
later of the occurrence of the Forfeiture Event or the
Employee’s Termination of Employment at any time that the
Company is accounting for awards under Accounting Principles
Board Opinion 25.



     
7.     Employee
Representations and Warranties and Release. As a condition
to any non-forfeiture of the Restricted Stock that vests upon
Termination of Employment, the Company may require Employee
(i) to make any representation or warranty to the Company
as may be required under any applicable law or regulation, to
make a representation and warranty that the requirements of
Section 10 of the Plan and Section 6 above have been
met, and (ii) to execute a release from claims against the
Company arising at or before the date of such release, in such
form as may be specified by the Company.



     
8.     Tax
Withholding. Unless otherwise determined by the Committee,
at the time of vesting the Company will withhold from any shares
deliverable upon vesting of the Restricted Stock, in accordance
with Section 11(d) of the Plan, the number of shares having
a value nearest to, but not exceeding, the amount of income and
employment taxes required to be withheld under applicable local
laws and regulations, and pay the amount of such withholding
taxes in cash to the appropriate taxing authorities; provided,
however, that the Company will not require such share
withholding if and to the extent that Employee has made
arrangements,



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at least 90 days before the date any such
withholding would apply, to provide for payment of such taxes
and such arrangements are satisfactory to the Company. Employee
will be responsible for any withholding taxes not satisfied by
means of such mandatory withholding and for all taxes in excess
of such withholding taxes that may be due upon vesting of
Restricted Stock.




     
9.     Miscellaneous.



     
(a) Binding Agreement; Written
Amendments. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties. This
Agreement constitutes the entire agreement between the parties
with respect to the Restricted Stock, and supersedes any prior
agreements or documents with respect thereto. No amendment or
alteration of this Agreement which may impose any additional
obligation upon the Company shall be valid unless expressed in a
written instrument duly executed in the name of the Company, and
no amendment, alteration, suspension or termination of this
Agreement which may materially impair the rights of Employee
with respect to the Restricted Stock shall be valid unless
expressed in a written instrument executed by Employee.



     
(b) No Promise of Employment. The
Restricted Stock and the granting thereof shall not constitute
or be evidence of any agreement or understanding, express or
implied, that Employee has a right to continue as an officer or
employee of the Company for any period of time, or at any
particular rate of compensation.



     
(c) Governing Law. The governing law
provision of Section 11(k) of the Plan applies to this
Agreement.



     
(d) Notices. Any notice to be given
the Company under this Agreement shall be addressed to the
Company at its principal executive offices, in care of the
General Counsel or any other officer or agent (including any
third-party administrator) as the Company may designate, and any
notice to the Employee shall be addressed to the Employee at
Employee’s address as then appearing in the records of the
Company.



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