EX-10.13: LONG-TERM PERFORMANCE PLAN



 



Exhibit 10.13





BOWNE & CO., INC.




LONG-TERM PERFORMANCE PLAN





	1)	 	PURPOSE
	 
	 	 	The purpose of the Plan is to enable the Company, through awards of
incentive compensation, to attract and retain executives; to motivate these
executives to promote the long term growth and profitability of the Company;
and to further associate the interests of these executives with those of the
Company’s stockholders.
	 
	2)	 	DEFINITIONS
	 
	 	 	“Award” shall mean the long term incentive award granted to a Participant
for a Performance Period under the Plan.
	 
	 	 	“Award Payment Date” shall mean, for each Performance Period, the date on
which the amount of the Award for that Performance Period would have been
paid to the Participant under Section 6 of the Plan, without regard to any
election to defer receipt of the Award made by the Participant under Section
8 of the Plan.
	 
	 	 	“Board of Directors” shall mean the Board of Directors of the Company.
	 
	 	 	“Change of Control” shall have the same meaning as in the Company’s 1997
Stock 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.
	 
	 	 	“Deferred Award Plan” shall mean the Bowne & Co., Inc. Deferred Award Plan.
	 
	 	 	“Disability” shall mean a disability under the Company’s Long Term
Disability Plan.
	 
	 	 	“Employee” shall mean any person (including an officer) employed by the
Company on a full-time salaried basis.




 









 






	 	 	“Fair Market Value” shall mean the average of the highest and lowest sales
prices of stock reported as having occurred on the American Stock Exchange
on the date of determination thereof (or, if the stock is not then traded on
the American Stock Exchange, the mean between the highest and lowest sales
prices reported as having occurred on the principal market (as determined by
the Committee) on which the stock is then traded) or, if there is no such
sale on that date, then on the last preceding date on which such a sale was
reported; provided, however, that, if the stock has not been traded for ten
trading days or if there ceases to be a principal market for the stock of
the Company, the “Fair Market Value” of such stock shall be determined by
the Committee in its reasonable discretion and in good faith.
	 
	 	 	“Participant” shall mean an Employee selected by the Committee to
participate in the Plan for a Performance Period.
	 
	 	 	“Performance Period” shall mean three consecutive calendar years or such
other period of time designated by the Committee with respect to which an
Award shall be earned; provided, however, that the Performance Period
preceding fiscal 1997 is deemed to be the twelve months ended October 31,
1996; and provided further that the Performance Period immediately prior to
calendar year 1998 is deemed to be the fourteen months ended December 31,
1997.
	 
	 	 	“Plan” shall mean the Bowne & Co., Inc. Long-Term Performance Plan, as set
forth herein, as from time to time amended and in effect.
	 
	 	 	“Retirement” shall mean retirement after 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 discretion to interpret the Plan, to establish rules and
regulations relating to the Plan, to determine the 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 other determinations and take all other actions necessary or
appropriate for the proper administration of the Plan. The Committee’s
interpretation of the Plan, and all actions taken within the scope of its
authority, shall be final and binding on the Company, its stockholders,
Participants, Employees, former Employees and beneficiaries. No member of
the Committee shall 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 the
Committee shall select, on the basis of such Employees’ significant impact
on the long term success of the Company, to participate 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 a Performance Period in order for a Participant to earn an
Award payable under the Plan at the end of that Performance Period. Each
Participant selected by the Committee with respect to a particular
Performance Period shall be granted an Award for that Performance Period
determined by the Committee in its sole discretion.
	 
	6.	 	PAYMENT OF AWARDS






	 	(a)	 	Subject to the provisions of Section 7 and Section 8, each
Participant shall be eligible to receive after the close of a
Performance Period cash or Stock equal to the value of such
Participant’s Award for that Performance Period; provided, however,
that no Participant shall receive more than 100% of his or her target
Award; provided, further, that in the event payment of an Award, or a
portion of an Award, would not be fully deductible, when paid by the
Company, under the Code, then payment for such Award, or the portion of
such Award which is not deductible, shall be mandatorily deferred
pursuant to the Deferred Award Plan and such Award or portion of such
Award shall not be payable pursuant to this Plan.
	 
	 	(b)	 	Subject to the provisions of Section 6 and Section 7, an Award
shall be paid as soon as practicable after the close of the Performance
Period, unless the Participant has made an election under Section 8 to
defer receipt of such Award.
	 
	 	(c)	 	In the event of a Change of Control, the Committee, in its sole
discretion, may terminate any or all active Performance Periods with
respect to any Participant and pay such Participant cash or stock equal
to the value of such Participant’s target Award for those terminated
Performance Periods.




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	7.	 	LIMITATIONS ON RIGHTS TO PAYMENT OF AWARDS






	 	a)	 	No Participant shall have any right to receive payment of an
Award under the Plan for a Performance Period unless the Participant
remains in the employ of the Company or any of its affiliates
through the Award Payment Date. However, in the event that, prior
to the Award Payment Date, a Participant’s employment with the
Company and its affiliates terminates due to the Participant’s
death, disability or retirement, the Participant (or, in the event
of the Participant’s death, the person or estate determined under
Section 9) shall remain eligible to receive a portion of the Award
based on the amount of time the Participant was employed during the
Performance 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 prior to the Award Payment
Date for reasons other than death or disability or retirement.
	 
	 	b)	 	Furthermore, no Participant shall have any right to receive
payment of an Award under the Plan if, subsequent to the
commencement of the Performance Period and prior to the Award
Payment date, the Participant either (i) engaged directly or
indirectly, either personally or as an employee, agent, partner,
stockholder, officer or director of, or consultant to, any entity or
person engaged in any business in which the Company or any of its
affiliates is engaged, and, in the opinion of the Committee, such
entity or person has engaged in competition with the Company or any
of its affiliates or (ii) at any time divulged to any person or
entity other than the Company or any of its affiliates, any of the
trade secrets, methods, processes or other 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 stockholder of a competing entity if the Participant’s record
and beneficial ownership amount to not more than one percent of the
outstanding capital stock of any company subject to the periodic
reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended.




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	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 might earn with respect to a Performance
Period by completing the payment deferral form prescribed by the
Committee. The Committee may, at its discretion, provide that a
percentage or percentages of amounts voluntarily deferred pursuant
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
	 
	 	(iv)	 	an acknowledgement by the Participant that he or she
will pay to the Company any amount required to be withheld in
order to comply with applicable tax laws and regulations.






	 	c)	 	Date of Election. For any Performance Periods ending prior
to November 1, 1997, an election to defer receipt of an Award shall
be made prior to the May 1 that immediately precedes the end of the
applicable Performance Period, and for any Performance Period ending
on or after November 1, 1997, an election to defer receipt of an
Award shall be made prior to the December 31 that immediately
precedes the end of the applicable Performance Period.
Notwithstanding the preceding sentence, a Participant’s election to
defer may be made up to 30 days after the date the individual first
becomes a Participant.
	 
	 	d)	 	Payment of Deferred Awards. The amount deferred and the
matching amount plus or 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 the
event of the Participant’s death, the person or estate determined
under Section 9), on the 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 payment for
such Award or portion of such Award will be mandatorily deferred
hereunder until such time as the Company may fully deduct payment
for such Award, or portion of such Award, pursuant to the Code.
	 
	 	e)	 	Earnings Credited on Deferred Amounts/Matching Amounts. The
Deferred Amount and the matching amount will be credited with
dividend equivalents and appreciate and depreciate in the same
manner as if it were Stock.




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	 	f)	 	Acceleration of Payment of Deferred Amount.






	 	(i)	 	At any time prior to complete payment of the Deferred
Amount and matching amount plus or minus any earnings or losses,
the Company may, in its sole discretion, pay to the Participant
(or, in the event of the Participant’s death, the person or
estate determined under Section 9), an amount not greater than
that portion of the Deferred Amount plus or minus any earnings
or losses that the Committee determines, in its sole discretion,
necessary to meet a financial hardship arising from an
emergency. The payment shall be made only in instances of
hardship arising from causes beyond the Participant’s control.
The Participant shall apply in writing to the Committee for any
hardship payment under this subsection (i) and shall furnish
the Committee such information as the Committee deems necessary
and appropriate to make its determination.
	 
	 	(ii)	 	The entire Deferred Amount and the matching amount,
plus or minus any earnings or losses, shall become immediately
payable in the event of a Change of Control.






	9.	 	DESIGNATION OF BENEFICIARY
	 
	 	 	A Participant may designate a beneficiary or beneficiaries who, in the
event of the Participant’s death prior to full payment of any Award
hereunder, shall receive payment of any Award due under the Plan. Such
designation shall be made by the Participant on a form prescribed by the
Committee. The Participant may at any time, change or revoke such
designation. A beneficiary designation, or revocation of a prior
beneficiary designation, will be effective only if it is made in writing
on a form provided by the Company, signed by the Participant and received
by the Secretary of the Company (or the Secretary’s designate). If the
Participant does not designate a beneficiary or the beneficiary dies
prior to receiving any payment of an Award, Awards payable under the Plan
shall be paid to the Participant’s estate. If the beneficiary dies after
receiving any payment of an Award, 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, or shall subdivide or combine, the
Stock; or (iii) any other event shall occur which in the judgment of the
Committee necessitates action by way of adjusting the terms of the
outstanding Awards, the Committee shall




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	 	 	forthwith take any such action as in its judgment shall be necessary to
preserve the Participant’s rights substantially proportionate to the
rights existing prior to such event. The judgment of the Committee with
respect to any matter referred to in this paragraph shall be conclusive
and binding upon each Participant.






	11.	 	AMENDMENTS
	 
	 	 	The Board of Directors or the Committee may at any time amend (in whole
or in part) this Plan 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) at any time. The termination shall not adversely affect an
Award previously granted.
	 
	13.	 	MISCELLANEOUS PROVISIONS






	 	(a)	 	This Plan is not a contract between the Company and its
Employees; it is totally gratuitous on the part of the Company. No
Employee or other person shall have any claim or right to be granted
an Award under this Plan. Neither the establishment of this Plan,
nor any action taken hereunder, shall be construed as giving any
Employee 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 or transferred, except as provided in Section 9 hereof, and
any attempted assignment or transfer shall be null and void and
shall extinguish the Company’s obligation under the Plan to pay
Awards with respect to the Participant.
	 
	 	(c)	 	The Plan shall be unfunded except that the Company may
establish a grantor trust to assist it in meeting its obligations
hereunder.
	 
	 	(d)	 	The Company shall have the right to deduct from Awards paid
any taxes or other amounts required by law to be withheld.
	 
	 	(e)	 	The Plan shall be construed, interpreted and governed in
accordance with the laws of the State of Delaware, without reference
to rules relating to conflicts of law.






	14.	 	EFFECTIVE DATE
	 
	 	 	The Plan shall be effective on November 1, 1996.






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