EX-10.3






Exhibit
10.3




TERMINATION PROTECTION AGREEMENT




          The Agreement as of                      (the “Effective Date”) by and between Bowne & Co., Inc., a
New York corporation (together with its subsidiaries and affiliates and, after a Change in Control
Event (as defined herein), any successor or successors thereto, the “Corporation”), and
                     (the “Executive”) is hereby amended and restated as of December 31, 2008 (the “Amended
Date”). Amounts deferred and vested under this Agreement prior to January 1, 2005 shall be
grandfathered and therefore shall continue to be governed by the terms of the Agreement as in
effect on                     . Any amendments to the Agreement on or after October 4, 2004 will not affect
the foregoing grandfathered amounts unless specifically stated.




          WHEREAS, Executive is a skilled and dedicated employee who has important management
responsibilities and talents which benefit the Corporation; and




          WHEREAS, the Corporation believes that its interests will be served if Executive has fair and
reasonable protection from the risks of a change in ownership or control of the Corporation;





NOW, THEREFORE, the parties hereby agree as follows:




1. Defined Terms.




Unless otherwise indicated, capitalized terms used in this Agreement which are
defined in Schedule A shall have the meanings set forth in Schedule A.




2.
 Term.




This amended Agreement shall be effective as of the Amended Date and shall remain in
effect thereafter. The Corporation may terminate this Agreement by giving Executive
at least two years advance written notice of termination of the Agreement.
Notwithstanding the foregoing, this Agreement shall, if in effect on the date of a
Change in Control Event, remain in effect for at least two years and six months
following such Change in Control Event, and such additional time as may be necessary
to give effect to the terms of the Agreement.




3.
Severance and Other Benefits.




If Executive’s employment with the Corporation is terminated by the Corporation at
any time within the two years and six months following a Change in Control Event
without Cause, or by Executive for Good Reason, Executive shall be entitled to the
benefits provided hereafter in this Section 3 and as set forth in this Agreement.
If Executive’s employment with the Corporation is terminated prior to a Change in
Control Event at the request of any individual or entity acquiring ownership and
control of the Corporation, this Agreement shall become effective upon the
subsequent occurrence of a Change in Control Event involving such acquirer and
therefore Executive shall be entitled to the benefits provided hereafter in this
Section 3 and as set forth in this Agreement. The later of the



 









 







termination of employment or the Change in Control Event shall be the “Termination
Date” for purposes of this Agreement.




	 	(a)	 	Severance Benefits. The Corporation shall pay Executive a lump sum amount,
in cash, equal to the sum of:






(1) two (2) times the sum of:




	 	(A)	 	Executive’s Base Salary, and
	 
	 	(B)	 	Executive’s Target Bonus; and






	 	(2)	 	Executive’s Target Bonus multiplied by a fraction, the
numerator of which shall equal the number of days Executive was employed by
the Corporation in the Calendar Year in which the Executive’s employment
terminated and the denominator of which shall equal 365.
	 
	 	 	 	To the extent the Severance Benefits are subject to Section 409A of the Code
and if the Executive is a “specified employee” as defined in a resolution of
the Board of Directors setting forth the definition used by the Corporation
to identify such employees in accordance with Section 409A of the Code, the
amount of such Severance Benefits that qualify for the exception described
in Treas. Reg. § 1.409A-1(b)(9)(iii) (for certain separation pay benefits
payable upon an involuntary termination), shall be paid within ten (10) days
after the Termination Date and the portion of the Severance Benefits that do
not qualify for the foregoing exception (or any other exception to Section
409A of the Code) shall be accumulated and paid on the first day of the
seventh month following the Termination Date.






	 	(b)	 	Payment of Accrued But Unpaid Amounts. Within ten (10) days after
Termination Date, the Corporation shall pay Executive any unpaid portion of
Executive’s bonus accrued with respect to the Calendar Year ended prior to
Executive’s termination of employment.
	 
	 	(c)	 	Additional Benefit Plan Service and Age. For purposes of eligibility for
retirement, for early commencement or actuarial subsidies under any pension plan sponsored by the
Corporation or any subsidiary thereof and for the purposes of any additional accruals of benefits
thereunder, Executive will be credited with an additional one year of service and age beyond that
accrued as of Executive’s termination of employment, as if Executive had remained employed and
covered by these plans (as in effect immediately prior to the Change in Control Event) for such
one-year period at the Executive’s current Base Salary and Target Bonus rate; provided that if any
benefits arising from the grant of additional service and age cannot be provided under a qualified
pension plan of the Corporation or a subsidiary thereof due to the qualification provisions of the
Code, the benefit, or its equivalent in value, shall be provided under a nonqualified pension plan
of the Corporation, which shall comply in all respects with Section 409A of the Code.




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	 	(d)	 	Continued Welfare Benefits. Until the date which is
two years after the Termination Date or, if earlier, the date on which
Executive commences full-time employment after the termination of employment,
the Corporation shall, at its expense, provide Executive with medical and
dental benefits, life insurance, disability and accidental death and
dismemberment benefits at the highest level provided prior to the Change in
Control Event and ending on the date of the termination of employment; provided
however, that if Executive becomes employed by a new employer which maintains a
medical plan (or its equivalent) that either (i) does not cover Executive with
respect to a pre-existing condition which was covered under the Corporations’
medical plan, or (ii) does not cover Executive for a designated waiting period,
Executive’s coverage under the Corporation’s medical plan shall continue (but
shall be limited in the event of non-coverage due to a pre-existing condition,
to the pre-existing condition itself) until the earlier of the end of the
applicable period of non-coverage under the new employer’s plan or the date
which is two years after the Termination Date.
	 
	 	(e)	 	Effect on Existing Plans. All provisions relating to a
Change in Control Event applicable to Executive and contained in any plan,
program, agreement or arrangement maintained on the Termination Date (or
thereafter) by the Corporation, including, but not limited to, any stock
option, restricted stock or retirement plan, shall remain in effect through the
date of the Change in Control Event, and for such period thereafter as is
necessary to carry out such provisions and provide the benefits payable
thereunder, and may not be altered in a manner which adversely affects
Executive without Executive’s express prior written approval.






4. Acceleration of Equity Rights.




Effective as of the date of a Change in Control Event, the Corporation shall cause
Executive’s outstanding stock options which are not immediately exercisable to vest
and become immediately exercisable and the restrictions on any equity and equity
rights held by Executive which are scheduled to lapse solely through the passage of
time to lapse.




5. Excise Tax Gross-Up. 




If Executive becomes entitled to one or more payments (with a “payment” including,
without limitation, the vesting of an option or other non-cash benefit or property)
pursuant to any plan, agreement or arrangement of the Corporation (together,
“Severance Payments”) which are or would be subject to the tax imposed by Section
4999 of the Code (or any similar tax that may be imposed) (the “Excise Taxes”), the
Corporation shall pay to Executive an additional amount (“Gross-Up Payment”) such
that, after the payment by Executive of all taxes (including without limitation all
income and employment tax and Excise Tax and treating as a tax the lost tax benefit
resulting from the disallowance of any deduction of Executive by virtue of the
inclusion of the Gross-Up Payment in Executive’s adjusted gross income), and
interest and penalties with respect to



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such taxes, imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Taxes imposed upon the Severance Payments.




For purposes of determining whether any of the Severance Payments will be subject to
the Excise Tax and the amount of such Excise Tax:




	 	(i)	 	The Severance Payments shall be treated as “parachute
payments” within the meaning of Section 280G(b)(2) of the Code, and all
“excess parachute payments” within the meaning of Section 280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, unless, and except to
the extent that, in the written opinion of independent compensation
consultants, counsel or auditors of nationally recognized standing
(“Independent Advisors”) selected by the Corporation and reasonably
acceptable to Executive, the Severance Payments (in whole or in part) do
not constitute parachute payments, or such excess parachute payments (in
whole or in part) represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code in excess of
the base amount within the meaning of Section 280G(b)(3) of the Code or are
otherwise not subject to the Excise Tax;
	 
	 	(ii)	 	The amount of the Severance Payments which shall be
treated as subject to the Excise Tax shall be equal to the lesser of (A)
the total amount of the Severance Payments or (B) the total amount of
excess parachute payments within the meaning of Section 280G(b)(1) of the
Code (after applying clause (i) above); and
	 
	 	(iii)	 	The value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Independent Advisors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code.






For purposes of determining the amount of the Gross-Up Payment, Executive shall be
deemed (A) to pay federal income taxes at the highest marginal rate of federal
income taxation for the calendar year in which the Gross-Up Payment is to be made;
(B) to pay any applicable state and local income taxes at the highest marginal rate
of taxation for the calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes if paid in such year (determined without
regard to limitations on deductions based upon the amount of Executive’s adjusted
gross income); and (C) to have otherwise allowable deductions for federal, state,
and local income tax purposes at least equal to those disallowed because of the
inclusion of the Gross-Up Payment in Executive’s adjusted gross income. In the
event that the Excise Tax is subsequently determined to be less than the amount
taken into account hereunder at the time the Gross-Up Payment is made, Executive
shall repay to the Corporation at the time that the amount of such reduction in
Excise Tax is finally determined (but, if previously paid to the taxing authorities,
not prior to the time the amount of such reduction is refunded to Executive or
otherwise realized as a benefit by



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Executive) the portion of the Gross-Up Payment that would not have been paid if such
Excise Tax had been applied in initially calculating the Gross-Up Payment, plus
interest on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed
the amount taken into account hereunder at the time the Gross-Up Payment is made
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Corporation shall make an
additional Gross-Up Payment in respect of such excess (plus any interest and
penalties payable with respect to such excess) at the time that the amount of such
excess is finally determined.




The Gross-Up Payment provided for above shall be paid on the 30th day (or such
earlier date as the Excise Tax becomes due and payable to the taxing authorities)
after it has been determined that the Severance Payments (or any portion thereof)
are subject to the Excise Tax; provided, however, that if the amount of such
Gross-Up Payment or portion thereof cannot be finally determined on or before such
day, the Corporation shall pay to Executive on such day an estimate, as determined
by the Independent Advisors, of the minimum amount of such payments and shall pay
the remainder of such payments (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code), as soon as the amount thereof can be determined.
In the event that the amount of the estimated payments exceeds the amount
subsequently determined to have been due, such excess shall constitute a loan by the
Corporation to Executive, payable on the fifth day after demand by the Corporation
(together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).
If more than one Gross-Up Payment is made, the amount of each Gross-Up Payment shall
be computed so as not to duplicate any prior Gross-Up Payment.




Notwithstanding the foregoing, no Gross-Up Payment(s) provided for under this
provision shall be paid to the Executive later than the end of the Executive’s
taxable year next following the taxable year in which the Executive remits the
Excise Taxes. If any Gross-Up Payment(s) provided under this provision are not paid
to the Executive by the end of the Executive’s taxable year next following the
taxable year in which the Executive remits the Excise Taxes, such Gross-Up
Payment(s) shall be forfeited.




The Corporation shall have the right to control all proceedings with the Internal
Revenue Service that may arise in connection with the determination and assessment
of any Excise Tax and, at its sole option, the Corporation may pursue or forego any
and all administrative appeals, proceedings, hearings, and conferences with any
taxing authority in respect of such Excise Tax (including any interest or penalties
thereon); provided, however, that the Corporation’s control over any such
proceedings shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and Executive shall be entitled to settle or contest any
other issue raised by the Internal Revenue Service or any other taxing authority.
Executive shall cooperate with the Corporation in any proceedings relating to the
determination and assessment of any Excise Tax and shall not take any position or
action that would materially increase the amount of any Gross-Up Payment hereunder.



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6. Mitigation.




Executive shall not be required to mitigate damages or the amount of any payment
provided for under this Agreement by seeking other employment or otherwise, and
compensation earned from such employment or otherwise shall not reduce the amounts
payable under this Agreement. No amounts payable under this Agreement shall be
subject to reduction or offset in respect of any claims which the Corporation (or
any other person or entity) may have against Executive.




7. Indemnification; Directors’ and Officers’ Liability Insurance.




Executive shall, after the Termination Date, retain all rights to indemnification
under applicable law or under the Corporation’s Certificate of Incorporation or
By-Laws, as they may be amended or restated from time to time. In addition, the
corporation shall maintain Directors’ and Officers’ liability insurance on behalf of
Executive, at the level in effect immediately prior to the Termination Date, for two
years following the Termination Date, and throughout the period of any applicable
statute of limitations.




8. Termination for Cause.




Nothing in this Agreement shall be construed to prevent the Corporation from
terminating Executive’s employment for Cause. If Executive is terminated for Cause,
the Corporation shall have no obligation to make any payments under this Agreement,
except for payments that may otherwise be payable under then existing employee
benefit plans, programs and arrangements of the Corporation.




9. Disputes.




Any dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in New York, New York, or, at the option of
Executive, in the county and state where Executive then resides, in accordance with
the Rules of the American Arbitration Association then in effect, except that if
Executive institutes an action relating to this Agreement, Executive may, at
Executive’s option, bring that action in a court of competent jurisdiction.
Judgment may be entered on an arbitrator’s award relating to this Agreement in any
court having jurisdiction.




10. Costs of Proceedings.




The Corporation shall pay all costs and expenses, including attorneys’ fees and
disbursements, on a monthly basis and in accordance with the requirements of Section
409A of the Code, of Executive in connection with any legal proceeding (including
arbitration) instituted by the Executive for breach of any provision of this
Agreement by the Corporation in which the Executive is the prevailing party. If
Executive does not prevail on such claim for breach, Executive shall pay all costs
and expenses, including attorney’s fees and disbursements, of Executive, including
repayment to the Corporation of any amounts paid to or on behalf of Executive
pursuant to the preceding sentence. The Corporation shall pay pre-



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judgment interest on any money judgment obtained by Executive as a result of such a
proceeding, calculated at the prime rate of such major bank as is determined by the
Board of Directors from time to time, from the date that payment should have been
made to Executive under this Agreement.




11. Notice.




Any notice required or permitted to be given by this Agreement shall be effective
only if in writing, delivered personally against receipt therefor or mailed by
certified or registered mail, return receipt requested, to the parties at the
address herein after set forth, or at such other places that either party may
designate by notice to the other.




Notice to the Corporation shall be addressed to:


Bowne & Co., Inc.

55 Water Street

New York, NY 10041

Attn: Chief Executive Officer





Notice to Executive shall be addressed to him or her at the Corporation, with a copy
to his or her home address at:




A copy of any notice to Executive shall also be sent to:




Notices shall be deemed effectively given five (5) days after deposited in a post
office box under the exclusive control of the United States Postal Service.




12. Assignment.




Except as otherwise provided herein, this Agreement shall be binding upon, inure to
the benefit of and be enforceable by the Corporation and Executive and their
respective heirs, legal representatives, successors and assigns. If the Corporation
shall be merged into or consolidated with another entity, the provisions of this
Agreement shall be binding upon and inure to the benefit of the entity surviving
such merger or resulting from such consolidation. The Corporation will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of the Corporation
by



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agreement in form and substance satisfactory to Executive, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession had taken place.
The provisions of this Section 12 shall continue to apply to each subsequent
employer of Executive hereunder in the event of any subsequent merger, consolidation
or transfer of assets of such subsequent employer.




13. Withholding.




Notwithstanding the provisions of Section 5 hereof, the Corporation may, to the
extent required by law, withhold applicable federal, state and local income and
other taxes from any payments due to Executive hereunder.




14. Applicable Law.




This Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed therein.




15. Entire Agreement; Amendment.




This Agreement constitutes the entire agreement between the parties and, except as
expressly provided herein, supersedes all other prior agreements concerning the
effect of a Change in Control Event on the relationship between the Corporation and
Executive. This Agreement may be changed only by a written agreement executed by
the Corporation and Executive.




IN WITNESS WHEREOF, the parties have executed this Agreement on the                      day of
                    , 2008.



	 	 	 	 	 	 	 
	 	 	BOWNE & CO., INC.	 	 
	 
	 
	 	By	 	 	 	 
	 

	 	 	 	           Chairman & CEO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	          Executive	 	 






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Schedule A




CERTAIN DEFINITIONS




          As used in this Agreement, and unless the context requires a different meaning, the following
terms, when capitalized, have the meaning indicated:




          “Base Salary” means Executive’s annual rate of base salary in effect on the date of
the Change in Control Event or the Executive’s termination of employment, whichever is higher.





“Cause” means either of the following:




	 	(a)	 	Executive’s willful malfeasance or nonfeasance having a material adverse effect
on the Corporation; provided, that any action or refusal by Executive shall not
constitute “Cause” if, in good faith, Executive believed such action or refusal to be
in, or not opposed to, the best interests of the Corporation or if Executive shall be
entitled, under applicable law or under an Corporation’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)	 	Executive’s conviction of a felony.






“Change
in Control Event” means, in accordance with the requirements of Section 409A
of the Code, the occurrence of one of the following events:




	 	(a)	 	The date any one person, or more than one person acting as a group, acquires
ownership of stock of the Corporation that, together with stock held by such person or
group, constitutes more than 50 percent of the total fair market value or total voting
power of the stock of the Corporation.
	 
	 	(b)	 	The date any one person, or more than one person acting as a group, acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Corporation possessing
30 percent or more of the total voting power of the stock of the Corporation.
	 
	 	(c)	 	The date a majority of the members of the Board of Directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a
majority of 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 has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Corporation that have a total
gross fair market value equal to or more than 40 percent of the total gross fair market
value of all of the assets of the Corporation immediately before such acquisition or
acquisitions. For this purpose, gross fair market value means the




 









 






	 	 	 	value of the assets of the Corporation, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets.





Any determination of the occurrence of any Change in Control Event made in good faith by the
Board of Directors, on the basis of information available at the time to it, shall be
conclusive and binding for all purposes under this Agreement.





“Code” means the Internal Revenue Code of 1986, as amended.



“Corporation” means Bowne & Co., Inc. and its subsidiaries and affiliates and, after a
Change in Control Event, any successor or successors thereto.




“Calendar Year” means January 1st to December 31st.



          “Good Reason” means a separation from service that occurs within two years and six
months following the initial existence of one or more of the following conditions arising without
the consent of the Executive:





	 	(a)	 	A material diminution in the Executive’s base compensation;
	 
	 	(b)	 	A material diminution in the Executive’s authority, duties, or
responsibilities;
	 
	 	(c)	 	A material diminution in the authority, duties, or responsibilities of the
supervisor to whom the Executive is required to report, including a requirement that
the Executive report to a corporate officer or employee instead of reporting directly
to the Board of Directors;
	 
	 	(d)	 	A material diminution in the budget over which the Executive retains authority;
	 
	 	(e)	 	A material change in the geographic location at which the Executive must
perform the services or
	 
	 	(f)	 	Any other action or inaction that constitutes a material breach by the
Corporation of this Agreement;






but only if the Executive has provided notice to the Corporation of the existence of the
condition within 90 days of the initial existence of the condition, and within a 30-day
period, the Corporation has not remedied such condition.




“Permanent Disability” means any one of the following:




	 	(a)	 	Executive is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months.
	 
	 	(b)	 	Executive is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement benefits for
a period of not less than three months under an accident and health plan covering
employees of the Corporation.




 









 






	 	(c)	 	Executive is determined to be totally disabled by the Social Security
Administration or Railroad Retirement Board.





          “Target Bonus” means the annual bonus payable to Executive for the Corporation’s
Fiscal Year in which a Change in Control Event occurs, calculated on the assumption that Executive
and those subsidiaries, divisions or business units within the Corporation of whose performance
Executive’s bonus depends achieve the applicable target performance goals established under the
applicable bonus plan with respect to that year. If no target performance goals for the year in
which the Change in Control Event occurs have been set prior to the Change in Control Event, the
Target Bonus shall be determined by substituting, in the previous sentence, the prior year for the
year in which a Change in Control Event occurs.