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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/15 RR Donnelley & Sons Co 10-Q 3/31/15 104:18M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 832K
4: EX-10.12 Material Contract HTML 54K
5: EX-10.19 Material Contract HTML 49K
2: EX-10.2 Material Contract HTML 41K
6: EX-10.32 Material Contract HTML 44K
3: EX-10.4 Material Contract HTML 234K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
71: R1 Document and Entity Information HTML 51K
58: R2 Condensed Consolidated Balance Sheets HTML 145K
69: R3 Condensed Consolidated Balance Sheets HTML 54K
(Parenthetical)
75: R4 Condensed Consolidated Statements of Operations HTML 117K
95: R5 Condensed Consolidated Statements of Comprehensive HTML 56K
Income
60: R6 Condensed Consolidated Statements of Cash Flows HTML 163K
68: R7 Condensed Consolidated Statements of Cash Flows HTML 33K
(Parenthetical)
52: R8 Basis of Presentation HTML 35K
42: R9 Acquisitions and Dispositions HTML 121K
96: R10 Inventories HTML 53K
77: R11 Property, Plant and Equipment HTML 58K
76: R12 Goodwill and Other Intangible Assets HTML 241K
83: R13 Restructuring, Impairment and Other Charges HTML 234K
84: R14 Employee Benefits HTML 74K
81: R15 Share-Based Compensation HTML 143K
85: R16 Equity HTML 147K
70: R17 Earnings per Share HTML 90K
72: R18 Comprehensive Income HTML 192K
79: R19 Segment Information HTML 265K
104: R20 Commitments and Contingencies HTML 37K
91: R21 Debt HTML 101K
64: R22 Derivatives HTML 114K
78: R23 Fair Value Measurement HTML 82K
66: R24 Venezuela Currency Remeasurement HTML 42K
33: R25 New Accounting Pronouncements HTML 46K
92: R26 Acquisitions and Dispositions (Tables) HTML 117K
100: R27 Inventories (Tables) HTML 52K
47: R28 Property, Plant and Equipment (Tables) HTML 55K
46: R29 Goodwill and Other Intangible Assets (Tables) HTML 241K
50: R30 Restructuring, Impairment and Other Charges HTML 230K
(Tables)
51: R31 Employee Benefits (Tables) HTML 72K
53: R32 Share-Based Compensation (Tables) HTML 137K
25: R33 Equity (Tables) HTML 140K
89: R34 Earnings per Share (Tables) HTML 86K
62: R35 Comprehensive Income (Tables) HTML 193K
65: R36 Segment Information (Tables) HTML 255K
37: R37 Debt (Tables) HTML 93K
103: R38 Derivatives (Tables) HTML 101K
17: R39 Fair Value Measurement (Tables) HTML 75K
55: R40 Acquisitions and Dispositions - Narrative (Detail) HTML 109K
94: R41 Acquisitions and Dispositions - Schedule of HTML 83K
Purchase Price Allocation for Acquisitions
(Detail)
35: R42 Acquisitions and Dispositions - Fair Value, HTML 57K
Valuation Techniques and Related Unobservable
Inputs (Detail)
45: R43 Acquisitions and Dispositions - Pro Forma HTML 41K
Financial Information (Detail)
49: R44 Acquisitions and Dispositions - Pro Forma HTML 46K
Adjustments Affecting Net Loss (Detail)
59: R45 Inventories - Components of Inventories (Detail) HTML 44K
24: R46 Property, Plant and Equipment - Components of HTML 49K
Property, Plant and Equipment (Detail)
41: R47 Property, Plant and Equipment - Narrative (Detail) HTML 35K
19: R48 Goodwill and Other Intangible Assets - Schedule of HTML 65K
Changes in the Carrying Value of Goodwill by
Segment (Detail)
93: R49 Goodwill and Other Intangible Assets - Components HTML 66K
of Other Intangible Assets (Detail)
34: R50 Goodwill and Other Intangible Assets - Narrative HTML 33K
(Detail)
90: R51 Goodwill and Other Intangible Assets - Schedule of HTML 48K
Estimated Annual Amortization Expense Related to
Other Intangible Assets (Detail)
38: R52 Restructuring, Impairment and Other Charges - HTML 86K
Schedule of Net Restructuring, Impairment and
Other Charges (Detail)
56: R53 Restructuring, Impairment and Other Charges - HTML 66K
Narrative (Detail)
18: R54 Restructuring, Impairment and Other Charges - HTML 43K
Other Charges - Narrative (Detail)
22: R55 Restructuring, Impairment and Other Charges - HTML 58K
Schedule of Changes in the Restructuring Reserve
(Detail)
48: R56 Restructuring, Impairment and Other Charges - HTML 36K
Restructuring Reserve - Narrative (Detail)
28: R57 Employee Benefits - Components of Estimated Net HTML 59K
Pension and Other Postretirement Benefit Plan
(Income) Expense (Detail)
97: R58 Share-Based Compensation - Narrative (Detail) HTML 32K
61: R59 Share-Based Compensation - Stock Options - HTML 51K
Narrative (Detail)
82: R60 Share-Based Compensation - Schedule of Stock HTML 79K
Option Activity (Detail)
40: R61 Share-Based Compensation - Nonvested Restricted HTML 51K
Stock Unit Awards (Detail)
43: R62 Share-Based Compensation - Restricted Stock Units HTML 50K
- Narrative (Detail)
88: R63 Share Based Compensation - Schedule of Nonvested HTML 44K
Performance Share Units Activity (Detail)
86: R64 Share-Based Compensation - Performance Share Units HTML 58K
- Narrative (Detail)
63: R65 Equity - Schedule of the Company's Equity Activity HTML 85K
(Detail)
87: R66 Equity - Narrative (Detail) HTML 36K
39: R67 Earnings per Share - Narrative (Detail) HTML 32K
67: R68 Earnings per Share - Earnings per Share HTML 75K
Reconciliation (Detail)
99: R69 Comprehensive Income - Schedule of Components of HTML 65K
Other Comprehensive (loss) Income and Income Tax
Expense Allocated to Each Component (Detail)
21: R70 Comprehensive Income - Schedule of Changes in HTML 74K
Accumulated Other Comprehensive Income (Loss)
(Detail)
32: R71 Comprehensive Income - Schedule of HTML 52K
Reclassification From Accumulated Other
Comprehensive Loss (Detail)
57: R72 Segment Information - Schedule of Segment HTML 114K
Reporting Information (Detail)
27: R73 Commitments and Contingencies - Narrative (Detail) HTML 33K
102: R74 Debt - Schedule of the Company's Debt (Detail) HTML 99K
36: R75 Debt - Schedule of the Company's Debt HTML 89K
(Parenthetical) (Detail)
29: R76 Debt - Narrative (Detail) HTML 112K
31: R77 Derivatives - Narrative (Detail) HTML 82K
23: R78 Derivatives - Schedule of Fair Value of HTML 45K
Derivatives Designated and Not Designated as
Hedges (Detail)
26: R79 Derivatives - Schedule of Pre-Tax (Gains) Losses HTML 34K
Related to Derivatives Not Designated as Hedges
(Detail)
73: R80 Derivatives - Schedule of Gains (Losses) for HTML 41K
Derivatives Designated as Fair Value Hedges
(Detail)
30: R81 Fair Value Measurement - Assets Measured at Fair HTML 64K
Value on a Nonrecurring Basis (Detail)
98: R82 Fair Value Measurement - Narrative (Detail) HTML 31K
54: R83 Venezuela Currency Remeasurement - Narrative HTML 64K
(Detail)
80: R84 New Accounting Pronouncements - Narrative (Detail) HTML 31K
101: XML IDEA XML File -- Filing Summary XML 156K
20: EXCEL IDEA Workbook of Financial Reports XLSX 205K
44: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.26M
11: EX-101.INS XBRL Instance -- rrd-20150331 XML 4.01M
13: EX-101.CAL XBRL Calculations -- rrd-20150331_cal XML 237K
14: EX-101.DEF XBRL Definitions -- rrd-20150331_def XML 675K
15: EX-101.LAB XBRL Labels -- rrd-20150331_lab XML 1.32M
16: EX-101.PRE XBRL Presentations -- rrd-20150331_pre XML 1.11M
12: EX-101.SCH XBRL Schema -- rrd-20150331 XSD 210K
74: ZIP XBRL Zipped Folder -- 0001564590-15-003573-xbrl Zip 195K
Exhibit 10.19
R.R. DONNELLEY & SONS COMPANY
PERFORMANCE UNIT AWARD (2012 PIP)
This Performance Unit Award (“Award”) is granted as of March 2, 2015 (the “Grant Date”), by R. R. Donnelley & Sons Company (the “Company”) to XXXXXXXXX (“Grantee”).
1.Grant of Award. This Award is in recognition of your hard work and dedication over the last several years and is granted as an incentive for the Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby credits to Grantee XXXXX stock units (the “Performance Units”), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the R. R. Donnelley & Sons Company 2012 Performance Incentive Plan (“2012 PIP”). Capitalized terms not defined herein shall have the meanings specified in the 2012 PIP. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.
2.Determination of Achievement; Distribution of Award.
(a)The number of shares of common stock, par value $1.25 per share, of the Company (the “Common Stock”) payable in respect of the Performance Units will be determined based on the attainment of Cumulative Free Cash Flow against the “Cumulative Free Cash Flow Matrix” and as modified by the “PSU Payout Modifier,” each as shown on Attachment A hereto. Promptly following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (or promptly following such earlier date as of which, pursuant to Section 4 hereof, to be made), the Committee (as defined in the 2012 PIP) shall determine the attainment against the “Cumulative Free Cash Flow Matrix” of the Company’s Cumulative Free Cash Flow and any adjustment to such attainment as required pursuant to the “PSU Payout Modifier.”
(b)Distribution with respect to this Award shall be made to Grantee as soon as practicable following the determination described in (a) above but no later than 60 days thereafter. Distribution of this Award may be made in Common Stock, cash (based upon the fair market value of the Common Stock on the date of distribution) or any combination thereof as determined by the Committee.
3.Dividends; Voting.
(a)No dividends or dividend equivalents will accrue with respect to the Performance Units.
(b)Grantee shall have no rights to vote shares of common stock represented by the Performance Units unless and until distribution with respect to this Award is made in Common Stock pursuant to paragraph 2(b) above.
4.Treatment upon Separation or Termination.
(a)[NB: This provision to remain for certain PSU Agreements: Notwithstanding any other agreement with Grantee to the contrary, if Grantee terminates his employment for Good Reason (as defined in the Grantee’s employment agreement) or the Company terminates the Grantee’s employment without Cause (as defined in the Grantee’s employment agreement) the
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Performance Units shall vest and be payable, if at all, on the same terms and conditions that would have applied had Grantee’s employment not terminated (i.e., performance measured on December 31, 2017).]
(b)Notwithstanding any other agreement with Grantee to the contrary, if Grantee’s employment terminates by reason of death or Disability (as defined in the applicable Company long-term disability policy as in effect at the time of Grantee’s disability), fifty percent of any unvested Performance Units shall vest and become payable, assuming the attainment of target performance (100% achievement) or, if greater, based on actual performance through the date of death or determination of Disability.
(c)Except as set forth in Grantee’s employment agreement, if any, with the Company, if Grantee’s employment terminates for any reason other than by death or Disability, any unvested Performance Units shall be forfeited.
5.Treatment upon Change in Control. Notwithstanding anything provided in the 2012 PIP or any other agreement with Grantee to the contrary, upon the Acceleration Date associated with a Change in Control, all of the Performance Units shall vest and become payable at the fifty percent payout level with respect to that number of shares of Common Stock that would be payable or, if greater, based on actual performance through the Change in Control Date.
6.Withholding Taxes
(a)As a condition precedent to the issuance to Grantee of any shares of Common Stock pursuant to this Award, the Grantee shall, upon request by the Company, pay to the Company such amount of cash as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If Grantee shall fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to Grantee.
(b)Grantee may elect to satisfy his obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company of previously owned whole shares of Stock for which Grantee has good title, free and clear of all liens and encumbrances, having a fair market value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, or (3) directing the Company to withhold a number of shares of Common Stock otherwise issuable to Grantee pursuant to this Award having a fair market value, determined as of the Tax Date, equal to the Required Tax Payments or any combination of (1)-(3). Any fraction of a share of Common Stock that would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by Grantee. No certificate representing a share of Common Stock shall be delivered until the Required Tax Payments have been satisfied in full. For purposes of this Award, the fair market value of a share of Common Stock on a specified date shall be determined by reference to the closing stock price in trading of the Common Stock on such date, or, if no such trading in the Common Stock occurred on such date, then on the next preceding date when such trading occurred.
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7.Miscellaneous
(a)The Company shall pay all original issue or transfer taxes with respect to the issuance or delivery of shares of Common Stock pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith, and will use reasonable efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.
(b)Nothing in this Award shall confer upon Grantee any right to continue in the employ of the Company or any other company that is controlled, directly or indirectly, by the Company or to interfere in any way with the right of the Company to terminate Grantee’s employment at any time.
(c)No interest shall accrue at any time on this Award or the Performance Units.
(d)This Award shall be governed in accordance with the laws of the state of Illinois.
(e)This Award shall be binding upon and inure to the benefit of any successor or successors to the Company.
(f)Neither this Award nor the Performance Units nor any rights hereunder or thereunder may be transferred or assigned by Grantee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or other procedures approved by the Company. Any other transfer or attempted assignment, pledge or hypothecation, whether or not by operation of law, shall be void.
(g)The Committee, as from time to time constituted, shall have the right to determine any questions that arise in connection with this Agreement or the Performance Units. This Agreement and the Performance Units are subject to the provisions of the Plan and shall be interpreted in accordance therewith.
(h)If there is any inconsistency between the terms and conditions of this Award and the terms and conditions of the Employment Agreement, the terms and conditions of the Employment Agreement shall control.
IN WITNESS WHEREOF, the Company has caused this Award to be duly executed by its duly authorized officer.
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R. R. DONNELLEY & SONS COMPANY |
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By: |
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Name: |
Thomas Carroll |
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Title: |
EVP, Chief Human Resources Officer |
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All of the terms of this Agreement are accepted as of this ____ day of _________, 2015.
___________________________
Grantee:
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Attachment A
DEFINITIONS:
“Free Cash Flow” for a fiscal year shall be equal to net cash provided by (used in) operating activities of continuing operations for such year less capital expenditures (as reported in the Financial Statements) for such year. Free Cash Flow shall be adjusted by the Committee, as it shall deem reasonably necessary and appropriate, to avoid any increase or diminution in the opportunity conveyed by the Performance Units that could result from (i) (whether at the time of or subsequent to) any acquisition or disposition of any business or division (whether by merger, stock purchase or sale, sale or purchase of assets, or otherwise) made by the Company or (ii) other significant events that in the Committee’s judgment have caused an increase or diminution in the opportunity conveyed by the Performance units (including, but not limited to, significant changes in financial or capital structure, significant regulatory changes, or significant changes in tax laws).
“Cumulative Free Cash Flow” shall equal the sum of the Free Cash Flow amounts for the years ended December 31, 2015, 2016 and 2017.
“Financial Statements” shall mean the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K filed for the applicable year.
“PSU Payout Modifier” shall mean the amount by which any PSU payout shall be adjusted as set forth.
CUMULATIVE FREE CASH FLOW MATRIX:
The attainment of Cumulative Free Cash Flow shall be compared to the matrix below to determine the payout under the Performance Units, if any.
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PSU PAYOUT MODIFIER:
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/17 | 10-K, SD | |||
| 12/31/16 | 10-K, SD | |||
| 12/31/15 | 10-K, SD | |||
| Filed on: | 5/7/15 | 8-K, EFFECT | ||
| For Period end: | 3/31/15 | |||
| 3/2/15 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/22 RR Donnelley & Sons Co. 10-K 12/31/21 133:25M ActiveDisclosure/FA 2/24/21 RR Donnelley & Sons Co. 10-K 12/31/20 139:27M ActiveDisclosure/FA |
