Exhibit 10.22
WAIVER OF SEVERANCE BENEFITS
Waiver of Severance Benefits (“Waiver”) dated as of the date set forth below, by and between Craig Clay (“Executive”) and Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”).
Recitals
WHEREAS, the Company has entered into an employment agreement with Executive, dated March 21, 2016 (the “Agreement”). A copy of the Agreement is attached to this Waiver as Annex A; and
WHEREAS, Compensation Committee of the Company's Board of Directors (the "Committee") has determined it is advisable and in the best interests of the Company to implement an Executive Severance Plan, effective May 30, 2017 (the "Severance Plan") for certain senior officers and key management employees; and
WHEREAS, the Committee has selected Executive for participation in the Severance Plan; and
WHEREAS, to the extent provided below, in order to participate in and receive benefits under the Severance Plan, Executive desires to waive any severance payments provided to him under the Agreement in connection with the termination of his employment.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Waiver
"Notwithstanding anything provided in the 2016 PIP or any other agreement with Grantee to the contrary, upon the date of a Change in Control, each Performance Condition shall be deemed met at the target performance level with respect to each open Performance Period."
All other terms and conditions of the Award Agreement shall remain in full force and effect.
2
All other terms and conditions of the Severance Plan as applicable to Executive, Including, but not limited to, Executive's fulfillment of any release requirement described In the Severance Plan, shall be as set forth in the Severance Plan.
3
the same Instrument. This Waiver will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of all of the parties reflected hereon as the signatories. Photographic, faxed or PDF copies of such signed counterparts may be used In lieu of the originals for any purpose.
[signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have executed this Waiver on the date first above written.
DONNELLEY FINANCIAL SOLUTIONS, INC.
By: / S / DIANE BIELAWSKI
Diane Bielawski
Chief Human Resources Officer
EXECUTIVE
By: / S / CRAIG CLAY
Craig Clay
Dated as of this 16th day of June, 2017
[Signature page to Waiver]