Form of Restricted Stock Unit Award Agreement for certain executive officers



 Exhibit 10.19 
 R.R. DONNELLEY & SONS COMPANY 
 STOCK UNIT AWARD, AMENDED 
 (2003 LTIP) 
 This Stock Unit Award
(“Award”) was granted as of XXXXXXXXXX by R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), to XXXXXXXX (“Grantee”) and is hereby amended to conform with the requirements of
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 
 1. Grant of Award. Under the Award, the
Company credited to Grantee XXXX stock units (the “Stock Units”), subject to the restrictions and on the terms and conditions set forth herein. This Award was made pursuant to the provisions of the Company’s Moore Wallace
Incorporated 2003 Long Term Incentive Plan (the “2003 LTIP”). Capitalized terms not defined herein shall have the meanings specified in the 2003 LTIP. Grantee shall indicate acceptance of this amendment to the Award by signing and
returning a copy hereof. 
 2. Vesting. 
 (a) Except to the extent otherwise provided in paragraph 2(b) or 3 below, the Stock Units shall vest in four equal 25% increments on the first anniversary, second anniversary, third anniversary and fourth anniversary
of the grant date. 
 (b) Upon the occurrence of a Change in Control, any portion of the Stock Units that is not fully vested,
shall, in accordance with the terms of the 2003 LTIP, become fully vested. 
 3. Treatment Upon Separation from Service. 

(a) If Grantee has a separation from service (within the meaning of Treasury Regulation § 1.409A-1(h), hereinafter a
“Separation from Service”) by reason of death, or Disability (as defined as in the Company’s long-term disability policy as in effect at the time of Grantee’s disability), any portion of the Stock Units that is unvested as of the
date of such Separation from Service shall become fully vested. 
 (b) If Grantee has a Separation from Service either
(i) prior to age 65 by reason of a Qualifying Retirement at any time prior to the first anniversary of the grant date or (ii) on account of retirement on or after age 65, any portion of the Stock Units that is unvested as of the date of
such Separation from Service shall be forfeited. If Grantee has a Separation from Service prior to age 65 by reason of a Qualifying Retirement at any time after the first anniversary of the grant date, any portion of the Stock Units that is unvested
as of the date of such Separation from Service shall become fully vested. A “Qualifying Retirement” is defined as (A) Grantee is an active participant in a Company sponsored retirement benefit plan and is eligible to commence benefits
thereunder at the time of Separation from Service and Grantee’s Separation from Service was not initiated by the Company for cause (a Grantee that is a participant in the Retirement Benefit Plan of R.R. Donnelley & Sons Company (the
“RR Donnelley 








 
Pension Plan”) is eligible to commence benefits under the plan if Grantee is eligible to commence benefits under the traditional formula of the RR
Donnelley Pension Plan, or would have been eligible to commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR Donnelley Pension Plan during his or her
service with R.R. Donnelley & Sons Company and/or any subsidiary at the time of Separation from Service), (B) Grantee is not an active participant in a Company sponsored retirement benefit plan but Grantee would have been eligible to
commence benefits under the traditional formula of the RR Donnelley Pension Plan had Grantee been a participant in the traditional formula of the RR Donnelley Pension Plan during his or her service with the Company and/or any subsidiary at the time
of Separation from Service or (C) a Separation from Service that the Committee determines is a Qualifying Retirement. 
 (c) If Grantee has a Separation from Service other than on account of death, Disability or retirement on or after age 65 or a Qualifying Retirement, any portion of the Stock Units that is unvested as of the date of such Separation from
Service shall be forfeited. 
 4. Issuance of Common Stock in Satisfaction of Stock Units. As soon as practicable following each
vesting date but no later than 60 days thereafter, the Company shall issue one share of common stock of the Company (“Common Stock”) to Grantee for each Stock Unit that has vested on such date, provided, however, that if Grantee has a
Separation from Service described in Section 3(b) and Grantee is a “specified employee” within the meaning set forth in the document entitled “409A: Policy of R.R. Donnelley & Sons Company and to Affiliates Regarding
Specified Employees” on the date of Grantee’s Separation from Service, then the date of issuance shall be postponed to the first business day of the sixth month occurring after the month in which the date of Grantee’s Separation from
Service occurs (or, if earlier, thirty days after the date of Grantee’s death). Each Stock Unit shall be cancelled upon the issuance of a share of Common Stock with respect thereto. 
 5. Dividends. No dividends or dividend equivalents will accrue with respect to the Stock Units. 
 6. Rights as a Shareholder. Prior to issuance, Grantee shall not have the right to vote, nor have any other rights of ownership in, the shares of
Common Stock to be issued in satisfaction of Stock Units upon their vesting. 
 7. Withholding Taxes. 
 (a) As a condition precedent to the issuance to Grantee of any shares of Common Stock pursuant to this Award, the Grantee shall, upon
request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required
Tax Payments”) with respect to the Award. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable
by the Company to Grantee. 







 (b) Grantee may elect to satisfy his obligation to advance the Required Tax Payments by
any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Common Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair
market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, or (3) directing the Company to withhold a number of
shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or any combination of (1)-(3). Any fraction of a share of Common Stock which
would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been
satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date as reported in the New York
Stock Exchange-Composite Transactions, or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred. 
 8. Non-Solicitation. 
 (a) Grantee shall not, while employed by the Company and for a
period of one year from the date of Grantee’s Separation from Service with the Company for any reason, including Separation from Service initiated by the Company with or without cause, directly or indirectly, either on Grantee’s own behalf
or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services the Company provided or offered while Grantee was employed by the Company to any customer or prospective customer of the
Company (i) with whom Grantee had direct contact in the course of Grantee’s employment with the Company or about whom Grantee learned confidential information as a result of his or her employment with the Company and (ii) that, at the
time of, or at any time within the two-year period prior to, Grantee’s Separation from Service, was a customer of the Company or prospective customer whom the Company was actively soliciting. 
 (b) Grantee shall not while employed by the Company and for a period of one year from the date of Grantee’s Separation from Service
initiated with the Company for any reason, including Separation from Service by the Company with or without cause, either directly or indirectly solicit, induce or encourage any Company employee(s) who was an employee at such time or was an employee
of the Company within six months immediately prior to such time to terminate their employment with the Company or to accept employment with any competitor, supplier or customer of the Company, nor shall Grantee cooperate with any others in doing or
attempting to do so. As used herein, the terms “solicit, induce or encourage” include, but are not limited to, (i) initiating communications with a Company employee relating to possible 








 
employment, (ii) offering bonuses or additional compensation to encourage Company employees to terminate their employment with the Company and accept
employment with a competitor, supplier or customer of the Company, or (iii) referring Company employees to personnel or agents employed by competitors, suppliers or customers of the Company. 
 9. Miscellaneous.  
 (a) The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith,
and will use reasonable efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto. 
 (b) Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with
the right of the Company to terminate Grantee’s employment at any time. 
 (c) This Award shall be governed in accordance
with the laws of the Province of Ontario and the laws of Canada. 
 (d) This Award shall be binding upon and inure to the
benefit of any successor or successors to the Company. 
 (e) Neither this Award nor the Stock Units nor any rights hereunder
or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other
transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void. 
 (f) The
Committee, as from time to time constituted, shall have the right to determine any questions which arise in connection with this Agreement or the Stock Units. This Agreement and the Stock Units are subject to the provisions of the 2003 LTIP and
shall be interpreted in accordance therewith. 
 (g) If Grantee is a resident of Canada, Grantee further agrees and represents
that any acquisitions of Common Stock hereunder are for his own account for investment, and without the present intention of distributing or selling such Common Stock or any of them. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss Grantee free from any liability, or any claim under this Award, except as provided herein or in any agreement entered into hereunder. Any obligation of the Company under this Award to make any payment at any future date
or issue Common Stock merely constitutes the unfunded and unsecured promise of the Company to make such payment or issue such Common Stock; any payment shall be 








 
from the Company’s general assets in accordance with this Award and the issuance of any Common Stock shall be subject to the Company’s compliance
with all applicable laws including securities law and the laws its jurisdiction of incorporation or continuance, as applicable, and no Grantee shall have any interest in, or lien or prior claim upon, any property of the Company or any subsidiary by
reason of that obligation. If Grantee is a resident of Canada, Grantee hereby indemnifies the Company against and agrees to hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of
the Common Stock by Grantee is contrary to the representations and agreements referred to above. 
 (h) If there is any
inconsistency between the terms and conditions of this Award and the terms and conditions of Grantee’s employment agreement, employment letter or other similar agreement, the terms and conditions of such agreement shall control. 
 (i) This Award is intended to be exempt from section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations promulgated thereunder. This Award shall be administered and interpreted to the extent possible in a manner consistent with the intent expressed in this paragraph. If any compensation or benefits provided by this Award may result in the
application of section 409A of the Code, the Company shall, in consultation with you, modify this Award as necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of such section
409A of the Code or in order to comply with the provisions of section 409A of the Code. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to section 409A of the Code, you are solely responsible for
the payment of any taxes and interest due as a result. 
 IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its
duly authorized officer. 
  

			
	R.R. Donnelley & Sons Company
		
	By:	 	 



	Name:	 	Thomas Carroll
	Title:	 	EVP, Chief Human Resources Officer


 All of the terms of this Award are accepted as of this      day of
                    , 2008. 
  

	
	  
	Grantee: