Exhibit 10.24
WAIVER OF SEVERANCE BENEFITS
Waiver of Severance Benefits ("Waiver"), dated as of the date set forth below, by and between Eric Johnson ("Executive"), and Donnelley Financial Solutions, Inc., a Delaware corporation (the "Company"),
Recitals
WHEREAS, the Company has entered into an employment agreement with Executive, dated June 4, 2010 (the “Agreement”). A copy of the Agreement is attached as 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
specified shall have the meanings ascribed to such terms in the Agreement.
"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.
All other terms and conditions of the Severance P1an 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.
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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]
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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 / ERIC JOHNSON
Eric J. Johnson
Dated as of this 19th day of June, 2017
[Signature page to Waiver]
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