Exhibit 10.23
ANNEX A
RR DONNELLEY
Global Headquarters
35 South Wacker Drive
Chicago, Illinois 60601-4301
Telephone (312) 326-8000
June 4, 2010
Eric Johnson
[redacted]
[redacted]
Dear Eric:
In recognition of your importance to R.R. Donnelley & Sons Company, its officers, directors, subsidiaries, affiliates, and successors or assigns (“Donnelley” or “Company”) and to further the Company’s interests, we are pleased to offer you this employment letter (“Agreement”). All capitalized terms used but not defined in the text of this Agreement shall have the meanings assigned to such terms in Annex A.
The terms of this Agreement are set forth below.
If you leave our employ voluntarily for any reason prior to July 31, 2011, you agree to repay this Retention Bonus which you have received prior to your departure. You authorize the Company to deduct from your wages, commissions, vacation, termination, or separation pay, or any other pay due you, a sum not to exceed the total amount of the amounts to be repaid to the Company under this subparagraph. To the extent there is a balance due, you agree to pay it within 30 days of your departure.
from Service (if the 15th or last day of a month is not a business day, on the closest business day to such date. This amount constitutes "Separation Pay" under the terms of the R.R. Donnelley & Sons Company Separation Pay Plan ("SPP") and all provisions of the SPP shall apply thereto and no other amount shall be payable under the SPP.
Any disputes regarding Severance Pay will be governed by the claims and appeals procedures of the SPP.
All payments made pursuant to this Agreement shall be reduced by applicable tax withholdings.
order to exclude such compensation and benefits from the definition of “deferred compensation” within the meaning of such Code Section 409A or in order to comply with the provisions of Code Section 409A. By signing this Agreement you acknowledge that if any amount paid or payable to you becomes subject to Code Section 409A, you are solely responsible for the payment of any taxes and interest due as a result.
maintenance of goodwill resulting from the customers’ and other employees’ contacts with Donnelley and its employees, including you. As a result of your position and customer contacts, you recognize that you will gain valuable information about (i) Donnelley’s relationship with its customers, their buying habits, special needs, purchasing policies, (ii) the skills, capabilities and other employment-related information about Donnelley employees, and (iii) other matters which you would not otherwise know and which is not otherwise readily available. Such knowledge is essential to the business of Donnelley and you recognize that if your employment terminates, Donnelley will be required to rebuild that customer relationship to retain the customer’s business. You recognize that during a period following the date of your Separation from Service, Donnelley is entitled to protection from your using the information and customer and employee relationships with which you have been entrusted by Donnelley during your employment.
attempting to enforce any provision under this Section 5 or any other rights under this Agreement.
You agree to keep the existence and terms of this Agreement confidential, and you will not disclose its terms to anyone, except to your attorneys, accountants, or if required to do so by law. To the extent you do disclose to anyone as permitted by this paragraph, you will obtain his or her agreement to keep the existence and terms of this Agreement confidential. If the Agreement or the contents are disclosed by you it will be considered breach of the terms outlined in the agreement and jeopardize the continuation of this agreement. This Agreement may, however, be used as evidence in a judicial proceeding in which any of the parties allege a breach of this Agreement.
If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line provided below to signify such acceptance and agreement and return the executed copy to Tom Carroll.
Very truly yours,
R. R. Donnelley & Sons Company
By: / S / TOM CARROLL
Tom Carroll
EVP and Chief HR Officer
ACCEPTED AND AGREED to this 9th day of June, 2010:
/ S / ERIC JOHNSON
Eric J. Johnson
Annex A
Definitions