EX-10.7






Exhibit 10.7




THE BOWNE & CO., INC.

STOCK PLAN FOR DIRECTORS




(AS AMENDED AND RESTATED EFFECTIVE

DECEMBER 31, 2008)



Effective December 31, 2008 Bowne & Co., Inc., a corporation organized under the laws of the State
of Delaware, hereby amends and restates the Bowne & Co., Inc. Stock Plan for Directors (the
“Plan”), first established November 20, 1997 and as thereafter amended from time to time, for the
benefit of members of the Bowne & Co., Inc. Board of Directors. Amounts deferred and vested under
the Plan prior to January 1, 2005 shall be grandfathered and therefore shall continue to be
governed by the terms of the Plan as in effect on October 3, 2004. Any amendments to the Plan on
or after October 4, 2004 will not affect the foregoing grandfathered amounts unless specifically
stated.





	 	1.	 	Purpose. The Plan is intended to enhance the Company’s ability to attract and retain
talented individuals to serve as members of the Board and to promote a greater alignment
of interests between members of the Board and the shareholders of the Company.
	 
	 	2.	 	Definitions. As used in the Plan, the following terms have the respective meanings:






	 	(a)	 	“Act” means the Securities Exchange Act of 1934, as amended.
	 
	 	(b)	 	“Board” means the Board of Directors of the Company.
	 
	 	(c)	 	“Change in Control” 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 Company 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 Company.
	 
	 	(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 Company possessing 30 percent or more
of the total voting power of the Stock of the Company.




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	 	(c)	 	The date a majority of the members of the Board 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 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 Company 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 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 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 made in good faith
by the Board, on the basis of information available at the time to it, shall be
conclusive and binding for all purposes under the Plan.




	 	(d)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(e)	 	“Committee” means the Compensation and Management Development
Committee of the Board, or other persons designated by the Board, and shall be
comprised of “non-employee directors” as defined pursuant to Rule 16b-3 under the
Act. The Board may itself perform any function of the Committee (whether or not a
Committee is then designated), in which case references to the “Committee” shall
be deemed to also mean the Board.
	 
	 	(f)	 	“Company” means Bowne & Co., Inc.
	 
	 	(g)	 	“Conversion Rate” means, in the case of Deferred Stock Units, the
dollar amount of the Mandatory Deferral, Voluntary Deferral or Matching Deferral
divided by the Fair Market Value on the Payment Date.
	 
	 	(h)	 	“Deferred Stock Unit” means a bookkeeping entry, equivalent in value
to Stock, credited pursuant to Section 5 or Section 6.
	 
	 	(i)	 	“Director” means any member of the Board not employed by the Company
or any subsidiary thereof.




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	 	(j)	 	“Disability” means any one of the following:






	 	a.	 	The Director 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.	 	The Director 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 Company.

	 
	 	c.	 	The Director is determined to be totally disabled by the
Social Security Administration or Railroad Retirement Board.
	 
	 	d.	 	The Director is determined to be disabled
in accordance with a disability insurance program; provided that the
definition of disability applied under such disability insurance
program complies with the requirements of paragraph a. or b., above.






	 	(k)	 	“Fair Market Value” means the fair market value of Stock, awards or
other property as of the Grant Date as determined by the Committee or under
procedures established by the Committee in accordance with the requirements of
Section 409A of the Code. Unless otherwise determined by the Committee, the Fair
Market Value of Stock shall be the average of the mean between the highest and
lowest sales prices reported on a composite basis for Stock traded on the
principal securities exchange or automated quotation system on which Stock is then
traded for each day of the three day period following the Grant Date.
	 
	 	(l)	 	“Grant Date” means the date on which a Deferred Stock Unit is
granted.
	 
	 	(m)	 	“Payment Date” means the date on which payment of the annual retainer
or meeting and chairmanship fees would have been made to a Director without regard
to any deferral of receipt




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	 	 	 	of such payment by the Director under Sections 5, 6 or 7 of the Plan.
	 
	 	(n)	 	“Plan” means The Bowne & Co., Inc. Stock Plan for Directors, as in
effect from time to time.
	 
	 	(o)	 	“Retirement” means retirement after age 60 or such earlier age as may
be approved by the Board in writing, to the extent such retirement constitutes a
separation from service for purposes of Section 409A of the Code.
	 
	 	(p)	 	“Stock” means shares of common stock of the Company.






	 	3.	 	Shares Reserved Under the Plan. Subject to adjustment as provided in Section 10, the
total number of shares of Stock reserved and available for delivery in connection with
awards under the Plan shall be                      . Shares of Stock delivered under the Plan
shall consist solely of authorized treasury shares. For purposes of the Plan, if any
Deferred Stock Units or option is forfeited, an option expires for any reason without
having been exercised in full, or a Deferred Stock Unit is settled in cash, the shares
subject to such award will again be available for delivery under the Plan.
	 
	 	4.	 	Administration. The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof. The Committee is
authorized to interpret the plan, to establish, amend or rescind any rules and regulations
relating to the Plan, and to make any other determinations that it deems necessary or
desirable for the administration of the Plan. The Committee shall interpret and
administer the Plan in a manner that will permit any options to be exempt from the
restrictions of Section 409A of the Code and that will permit the Deferred Stock Units to
comply with the requirements of Section 409A of the Code, including the payment
restrictions applicable to “specified employees” as that term is defined in a resolution
of the Board setting forth the definition used by the Company to identify such employees
in accordance with Section 409A of the Code. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie within its
sole and absolute discretion and shall be final, conclusive and binding on all parties
concerned.
	 
	 	5.	 	Mandatory Deferral of Annual Retainer. Each Director shall receive 50% of his or her
annual retainer in the form of Deferred Stock Units beginning as of January 1, 1998. Such
Deferred Stock Units shall be credited to an account maintained for the Director on the
books of the




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	 	 	 	Company, as of the Payment Date. Beginning March 31, 2000, the number of Deferred Stock
Units (including fractional Deferred Stock Units) to be credited shall be determined by
dividing the amount of annual retainer to be deferred into Deferred Stock Units by the Fair
Market Value on the Payment Date. The number of Deferred Stock Units credited at a Payment
Date before March 31, 2000 was governed by the terms of the Plan as then in effect.
Beginning January 1, 2003, each director will receive an annual retainer equal to $50,000,
of which $30,000 must be mandatorily deferred into Deferred Stock Units (DSUs). Beginning
January 1, 2008, $50,000 of the $85,000 annual retainer must be mandatorily deferred into
Deferred Stock Units using the Conversion Rate. The amount of such mandatory deferral, if
any, shall be adjusted from time to time by the Board.
	 
	 	6.	 	Voluntary Deferral of Annual Retainer. Subject to such approvals and conditions as
the Committee may impose, each Director may elect, no later than December 31 of the year
prior to the year that such payments will be earned, to receive up to the remaining 50% of
the annual retainer payable on or after January 1, 1998 in the form of Deferred Stock
Units (a “Voluntary Deferral”) using the Conversion Rate. Beginning January 1, 2003, each
Director will receive an annual retainer equal to $50,000, of which $30,000 must be
mandatorily deferred as Deferred Stock Units or non-qualified stock options. Each Director
may elect, no later than December 31 of the year prior to the year that such payments will
be earned, to receive the remaining $20,000 in the form of Deferred Stock Units or stock
options. Beginning January 1, 2008, each Director will receive an annual retainer equal
to $85,000, of which $50,000 must be mandatorily deferred as Deferred Stock Units. Each
Director may elect, no later than December 31 of the year prior to the year that such
payments will be earned, to receive the remaining $35,000 in the form of Deferred Stock
Units (in each year, being a “Voluntary Deferral”). The conversion price for deferred
fees will be determined using the Conversion Rate. If a Director elects to make a
Voluntary Deferral, then the Committee shall also award to that Director additional
Deferred Stock Units (a “Matching Deferral”) equal to the product of .2 times the amount
of Deferred Stock Units otherwise credited as a result of such Voluntary Deferral. Such
Matching Deferrals and Voluntary Deferrals shall be credited to the account maintained for
the Director on the books of the Company, as of the Payment Date.
	 
	 	7.	 	Payment and Deferral of Committee and Chairmanship Retainers. The Committee may, at
its discretion, make available to a Director the ability to elect, no later than December
31 of the year prior to the year that such payments will be earned, (or such other dates
as may be approved by the Committee, provided that any such date shall ensure effective
deferral of taxation and otherwise comply with applicable laws), to receive




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	 	 	 	his or her fees and retainers otherwise payable for (a) attending Board (or Committee)
meetings; (b) serving on a committee, and/or (c) serving as Chair of a Board committee in
the form of an additional Voluntary Deferral using the Conversion Rate. If a Director
makes such an election, then the Committee shall also award to that Director additional
Deferred Stock Units equal to the product of .2 times the amount of Deferred Stock Units
otherwise credited as a result of such Fee Deferral. Such additional Matching Deferrals
and Voluntary Deferrals shall be credited to the account maintained for the Director on the
books of the Company, as of the Payment Date. Any such election shall be subject to such
approvals and conditions as the Committee may impose.
	 
	 	8.	 	Dividend Equivalents. Each Director to whom Deferred Stock Units have been credited
shall also be credited, from time to time, with additional Deferred Stock Units equal to
the aggregate dividends paid on the Stock represented by the Deferred Stock Units credited
to each Director on the record date of such dividend, divided by the Fair Market Value of
the Stock on the date each dividend is paid.
	 
	 	9.	 	Designation of Beneficiary. A Director may designate a person or person as the
beneficiary or beneficiaries who, in the event of the Director’s death prior to receipt of
all the Stock due under the Plan, shall receive such Stock. The Director 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 Director and received by the Secretary of the
Company (or the Secretary’s designate). If the Director does not designate a beneficiary
or the beneficiary dies prior to receiving an installment of Stock, Stock payable under
the Plan shall be paid to the Director’s estate. If the beneficiary dies after the
Director, any amounts remaining to be paid to the beneficiary 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 number of Deferred Stock Units or options outstanding under the Plan, the Committee
shall forthwith take any such action as in its judgment shall be necessary to preserve the
Director’s rights substantially proportionate to the rights existing prior to such event.
In addition, the Committee shall appropriately adjust the number and kind of shares
reserved and available for awards under the Plan. The judgment of the Committee with
respect to any matter referred to in the paragraph shall be conclusive and binding upon
each Director.





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	 	11.	 	Termination of Board Service. Ninety days following the termination of Board service
by a Director, or ninety days following the separation from service by a Director, if
later, the Director will receive, net of any applicable withholdings, Stock equal in
number to 50% of the Deferred Stock Units credited to the Director’s account. Such
Director shall receive Stock equal in number to the remaining 50% of the Deferred Stock
Units credited to such account on the first anniversary of such date. Any fractional
 shares remaining after the final installment is received by the Director shall be paid in
cash based on the Fair Market Value of the Stock on the final payment date. In the event
a Director is a “specified employee” as defined in a resolution of the Board of Directors
setting forth such rules in accordance with Section 409A of the Code, no payment shall be
made to the Director for the first six months following the separation from service but
shall be accumulated and paid on the first day of the seventh month following the
termination date.
	 
	 	12.	 	Change in Control. Within 30 days following a Change in Control, the Company shall
make a lump-sum payment in cash (representing full payment of the Director’s Deferred
Stock Unit account) to a Director, where each Deferred Stock Unit shall be valued at the
greater of (a) the Fair Market Value of a share of Stock on the date of payment or (b) the
highest price per share of Stock paid in the transaction or transactions constituting the
Change in Control.
	 
	 	13.	 	Forfeiture of Deferred Stock Units and Options. No Director or other person shall
have any right to receive the Stock upon exercise of an option or equal to the Deferred
Stock Units credited to such Director’s account and the Company’s obligation, with respect
to such Director, under the Plan shall be extinguished if the Board of Directors, based
upon the recommendation of the Committee, concludes, prior to a Change in Control, in its
sole discretion, that the Director engaged in conduct that had a material adverse effect
on the Company (including, but not limited to, divulging confidential information of the
Company or engaging in competition with the Company).
	 
	 	14.	 	Compliance with Legal and Other Requirements. The Company may postpone the issuance
or delivery of Stock or payment of other benefits under any Deferred Stock Unit or option
if the Company reasonably anticipates that the delivery of such Stock or payment of other
benefits would violate any federal or state law, rule or regulation and may require any
Director to make such representations, furnish such information and comply with or be
subject to such other conditions as it may consider appropriate in connection with the
issuance or delivery of Stock or payment of other benefits in compliance with applicable
laws, rules, and regulations provided however that delivery of Stock or payment of other




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	 	 	 	benefits shall be made at the earliest date at which the Company reasonably anticipates
that such delivery of Stock or payment of other benefits will not cause a violation of the
applicable laws, rules and regulations.
	 
	 	15.	 	Transferability. A Director’s right and interest under the Plan, including his or
her Deferred Stock Units and options, may not be assigned or transferred, except as
provided in Section 9 hereof, and any attempted assignment or transfer shall be null and
void.
	 
	 	16.	 	No Right to Service. Neither participation in the plan nor any action under the Plan
shall be construed to give any Director a right to be retained in the service of the
Company.
	 
	 	17.	 	Unfunded Plan. Unless otherwise determined by the Committee, the Plan shall be
unfunded. To the extent any individual holds any rights by virtue of a grant awarded
under the Plan, such rights (unless otherwise determined by the Committee) shall be no
greater than the rights of an unsecured general creditor of the Company.
	 
	 	18.	 	Successors and Assigns. The Plan shall be binding on all successors and assigns of
the Company and a Director, including without limitation, the estate of such Director and
the executor, administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Director’s creditors.
	 
	 	19.	 	Plan Amendment. The Board may amend the Plan as it deems necessary or appropriate,
but not in a manner that reduces a Director’s Deferred Stock Units or options, except in
accordance with Section 10, above.
	 
	 	20.	 	Plan Termination. The Board may terminate this Plan (in whole or in part) at any
time. However, if so terminated, prior awards shall, at the discretion of the Board
either (a) become immediately payable to the extent permitted under Section 409A of the
Code or if not, (b) remain outstanding and in effect accordance with their applicable
terms and conditions.
	 
	 	21.	 	Governing Law. The validity, constructions and effect of the Plan and any actions
take or relating to the Plan shall be governed by the substantive laws, but not the choice
of law rules, of the State of New York, and applicable provisions of the Delaware General
Corporation Law.
	 
	 	22.	 	Effective Date. This amended and restated Plan shall be effective as of December 31,
2008.






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