EXHIBIT 10(b)
R.R. DONNELLEY & SONS COMPANY
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION AGREEMENT
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This AGREEMENT made this _____ day of _______________, 19_____, by and between
R.R. DONNELLEY & SONS COMPANY, a Delaware corporation (hereinafter called the
"Company"), and _________________________, (hereinafter called "Director").
W I T N E S S E T H
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WHEREAS, the Director is a member of the board of directors of the
Company, or has been nominated for election as a member of the board of
directors of the Company;
WHEREAS, the Director is not also an employee of the Company; and
WHEREAS, the Company and the Director desire to enter into this
Agreement with respect to compensation earned by the Director from the Company
for the period commencing with the first to occur of (i) the calendar year
beginning immediately after the date hereof and (ii) the Director's election,
and continuing so long as the Director shall continue to serve as a director of
the Company or until terminated by the board of directors of the Company in
accordance with Section 4;
NOW, THEREFORE, in consideration of the Director's service as a member of
the board of directors of the Company, it is agreed:
1. As compensation for such services, the Company agrees to pay to the
Director during the period specified in Section 2(b) the aggregate amount
credited on the books of the Company to the account provided for in
Section 2(a).
2. (a) The Company shall set up on its books an account in the name of
the Director to which shall be credited:
(i) An amount equal to the fixed retainer or compensation to be paid
for services as a director as from time to time determined by the
board of directors, to be credited monthly for each month or part
thereof during which the Director serves as a director of the
Company subsequent to the effective date of this Agreement;
(ii) An amount equal to the fixed fee for attendance at each meeting
and any additional fee payable for service on any committee of
the board of directors of the Company, as from time to time
determined by the board of directors, in respect of services
performed subsequent to the effective date of this Agreement;
(iii) An amount equivalent to interest on the balance (including
interest theretofore credited) from time to time credited to such
account, to be credited quarterly at a rate equal to the then
current yield obtainable on United States government bonds having
a maturity date of approximately five years.
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The amounts properly to be credited to such account shall in the event
of dispute be determined by the board of directors, and such
determination shall be binding and conclusive.
(b) Commencing with the first day of the calendar month next following (i)
termination of the Director's service as a director of the Company or
(ii) the Director attaining age 65, whichever later occurs, the
Company shall pay to the Director the amount then credited to his or
her reserve account, together with interest to be thereafter credited
to said account as above provided, in equal (as nearly as possible)
annual installments, the number of which shall be the lesser of ten
and the number of years during which the Director served as a director
of the Company after the date of this Agreement.
(c) Upon the death of the Director prior to complete distribution to the
Director of the amount credited to the Director's account, any
undistributed amount shall be paid, as soon as practicable after the
Director's death, in a lump sum to such beneficiaries and in such
proportions among them as the Director shall have designated in the
latest instrument in writing filed by the Director with the Company,
provided, however, that the Director may specify that such
undistributed amount (together with interest to be thereafter credited
to such account as above provided) shall be paid to the
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Director's spouse in equal (as nearly as possible) annual
installments, commencing as soon as practicable after the Director's
death, the aggregate number of which (including installments, if any,
paid to the Director before the Director's death) shall be the lesser
of ten and the number of years during which the Director served as a
director after the date of this Agreement. If there shall be no
beneficiary designated or in existence at the Director's death, any
undistributed amount shall be paid to the executor or administrator of
the Director's estate. If payments are being made in installments to
the Director's spouse, then upon the spouse's death, any amount then
undistributed shall be paid as soon as practicable after such spouse's
death, in one lump sum to the executor or administrator of the
spouse's estate.
3. The Director may have all or a portion of the amounts which would otherwise
be credited with respect to the services referred to in subparagraphs (i)
and (ii) of paragraph 2(a) for any calendar year during the term of this
Agreement paid to him or her in cash by filing with the Company on or
before the December 31 immediately preceding such calendar year a written
direction to such effect. Any such written election shall be effective
only for the year for which it is made and once made, may not be revoked.
4. The board of directors of the Company may, by action taken before any
annual meeting of the stockholders of the
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Company, terminate the continued effectiveness of Section 2 of this
Agreement, so that no further amounts (other than interest as provided in
Section 2(a)(iii)) are credited to the account of the Director from and
after such annual meeting date. The Director may, by filing with the
COmpany a written direction to such effect, terminate the continued
effectiveness of Section 2 of this Agreement so that no further amounts
(other than interest as provided in Section 2(a)(iii)) are credited to the
account of the Director from and after the calendar year beginning after
the filing of such direction. No termination pursuant to this Section
shall adversely affect the rights of the Director, the Director's personal
representative or designated beneficiary, to receive the amounts
theretofore credited to the Director's account, with interest thereon as
provided in this Agreement.
5. The Director shall have no power to commute, encumber, sell or otherwise
dispose of the rights provided herein and such rights shall be
nonassignable and nontransferable.
6. The Company shall not be obligated to set aside any assets to satisfy its
obligations hereunder. Neither the Director nor any spouse or other
beneficiary shall have any claim against any specific assets of the
Company, but shall have only the rights of a general creditor of the
Company.
7. This Agreement shall be construed and interpreted in accordance with the
laws (other than those pertaining to conflicts of law) of the State of
Illinois, and shall be
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binding upon and inure to the benefit of the Director, the Company and the
heirs, executors, administrators, assigns and successors of each.
IN WITNESS WHEREOF, the parties have signed this Agreement on the day and year
first above written.
R.R. DONNELLEY & SONS COMPANY
By_________________________ By___________________________
Director Title
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