Base Salary:      Base salary at a semi-monthly rate of $[INSERT] (USD) ($[INSERT] annually] payable in accordance with the Company’s standard payroll practices.

Bonus: Participation in our Annual Incentive Plan (“ AIP ”) according to its terms, as amended from time to time at the sole discretion of the Company. Initially, your target annual bonus will be [INSERT]% of your base salary, but will be payable in this amount only if all Company, Business Unit, and individual performance targets are met.

Equity: You are eligible to receive equity grants at amounts that are similar to other employees at your level in the organization. Initially, we expect the grant date value of your annual equity grants to average [INSERT]% of your base salary. Your next eligibility for an annual equity grant will be Q1 201[_], when grants are made to all eligible employees in the Company.

Vacation: You are eligible for [INSERT] days of annual vacation plus time for sick occurrences. Vacation days will be pro-rated for the number of months remaining in the calendar year.

Benefits: You will continue to participate in the employee benefit plans and programs generally applicable to Company employees. Please note that the Company has the continuing right to make changes to (including the cessation of) these plans and programs at any time.

Car Allowance: You will receive a car allowance in the amount of $1,400 per month, provided that the Company has the continuing right to make changes to (including the cessation of) this car allowance at any time.

Financial Planning, Supplemental Life and Disability: You will be entitled to a Financial Planning allowance of up to $12,000, and Supplemental Executive Life and Supplemental Executive Disability Insurance, provided that the Company has the continuing right to make changes to (including the cessation of) the allowance and Insurance at any time.

Executive Physical : You will be eligible to participate in the annual Executive Physical program.

Senior Leadership Separation Pay Plan : You will be eligible for the RR Donnelley Senior Leadership Separation Pay Plan (the “ SLSPP ”). If your “Termination of Employment” (as such term is defined in the SLSPP) with the Company constitutes a “Qualifying Termination” under the SLSPP (which generally is defined as a Termination of Employment initiated by the Company without “Cause,” or by you for “Good Reason,” in each case as defined in the SLSPP), and you otherwise satisfy the terms and conditions of the SLSPP, including that you execute a general release and separation agreement (in each case, in a form determined by the Company), you will be eligible for “Severance Benefits” under, and subject to, the terms of the SLSPP. By signing this letter, you hereby waive any and all rights to any “Benefits” or “Separation Pay” under the RR Donnelley Separation Pay Plan or any prior agreement entered into between you and the Company.

Noncompetition:      In consideration of the covenants and agreements of the Company herein contained, the positions of trust and confidence you occupy and have occupied with the Company and/or its affiliates and the information of a highly sensitive and confidential nature obtained as a result of such positions, you agree that, from the date of your Termination of Employment for any reason, including a Termination of Employment initiated by the Company with or without Cause, and for, as determined by the Company in its sole discretion, twelve (12) or eighteen (18) months thereafter (such 12- or 18-month period, as determined by the Company in its sole discretion, the “ Noncompetition Period ”), you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate

Discretionary Waiver of Noncompetition Obligation by the Company : The parties hereto agree that the Company will have the unilateral right to waive your noncompetition obligations under Section 5(a) of this Agreement and that such waiver will relieve the Company of any obligation to provide you with a “Noncompetition Severance Benefit” as described in Section 5(c) of this Agreement. Unless the Company notifies you of its decision not to waive your noncompetition obligations under Section 5(a) of this Agreement within 5 (five) business days after the date of your Termination of Employment, the Company will be deemed to have elected to relieve you of your noncompetition obligations under Section 5(a) of this Agreement.

Noncompetition Severance Benefit . If (1) you have a Termination of Employment with the Company and its affiliates, (2) such Termination of Employment is either not a “Qualifying Termination” (as such term is defined in the SLSPP) or is a “Qualifying Termination” (as such term is defined in the SLSPP) but you do not satisfy the condition set forth in Section 2.1(c) of the SLSPP to receive a Severance Benefit under the SLSPP based on a “Qualifying Termination,” and (3) the Company notifies you of its decision not to waive your noncompetition obligations under Section 5(a) of this Agreement pursuant to Section 5(b) of this Agreement and whether the Noncompetition Period will be for twelve (12) or eighteen (18) months, then the Company will pay you a “Noncompetition Severance Benefit.” For purposes of this Section 5(c), the “Noncompetition Severance Benefit” will be a total amount equal to twelve (12) months (if your Noncompetition Period is twelve (12) months) or eighteen (18) months (if your Noncompetition Period is eighteen (18) months) of your Total Monthly Compensation. Total Monthly Compensation means the sum of (i) your annual rate of base salary and (ii) your annual target bonus opportunity for one year, in each case, as of your Effective Date of Termination, divided by 12. The Noncompetition Severance Benefit will be payable in equal periodic installment payments over twelve (12) or eighteen (18) months, as applicable, in accordance with the Company’s regular payroll practices, beginning on the first practicable paydate following the date of your Termination of Employment; provided , however , that if any of these payments would otherwise be made to you on or after March 15 of the calendar year immediately following the calendar year during which your Termination of Employment occurs, the aggregate amount of any amounts remaining to be paid to you on the regular paydate immediately preceding such March 15, will be paid, in the form of a lump sum on such immediately preceding paydate. You further acknowledge and agree that the maximum potential financial obligation of the Company under this Section 5(c) is twelve (12) or eighteen (18) months, as applicable, of your Total Monthly Compensation in effect immediately before the date of your Termination of Employment. The Noncompetition Severance Benefit will be subject to all applicable taxes and withholdings. The payment to which you may be

35 West Wacker Drive

Chicago, Illinois 60601

www.rrd.com

Compensation Package :

Base Salary: Base salary at a semi-monthly rate of $[INSERT] (USD) ($[INSERT] annually] payable in accordance with the Company’s standard payroll practices.

Bonus: Participation in our Annual Incentive Plan (“AIP”) according to its terms, as amended from time to time at the sole discretion of the Company. Initially, your target annual bonus will be [INSERT]% of your base salary if all Company, Business Unit and individual performance targets are met. Your bonus under the AIP will be prorated for your first year of employment.

Equity: You will be eligible to receive equity grants at amounts that are similar to other employees at your level in the organization. Initially, we expect the grant date value of your annual equity grants to average [INSERT]% of your base salary. Your first eligibility for an annual equity grant will be Q1 201[], when grants are made to all eligible employees in the Company.

Benefits :

Vacation: You will be eligible for [INSERT] days of annual vacation plus time for sick occurrences. Vacation days will be pro-rated for the number of months remaining in the calendar year in which you are first eligible for vacation.

Benefits: You will be eligible to participate in the employee benefit plans and programs generally applicable to Company employees. Please note that the Company has the continuing right to make changes to (including the cessation of) these plans and programs at any time.

Car Allowance: You will receive a car allowance in the amount of $1,400 per month, provided that the Company has the continuing right to make changes to (including the cessation of) this car allowance at any time.

Financial Planning, Supplemental Life and Disability: You will be entitled to a Financial Planning allowance of up to $12,000, and Supplemental Executive Life and Supplemental Executive Disability Insurance, provided that the Company has the continuing right to make changes to (including the cessation of) the allowance and Insurance at any time.

Executive Physical : You will be eligible to participate in the annual Executive Physical program.

Senior Leadership Separation Pay Plan : You will be eligible for the RR Donnelley Senior Leadership Separation Pay Plan (the “ SLSPP ”). If your “Termination of Employment” (as such term is defined in the SLSPP) with the Company constitutes a “Qualifying Termination” under the SLSPP (which generally is defined as a Termination of Employment initiated by the Company without “Cause,” or by you for “Good Reason,” in each case as defined in the SLSPP), and you otherwise satisfy the terms and conditions of the SLSPP, including that you execute a general release and separation agreement (in each case, in a form determined by the Company), you will be eligible for “Severance Benefits” under, and subject to, the terms of the SLSPP. By signing this letter, you hereby waive any and all rights to any “Benefits” or “Separation Pay” under the RR Donnelley Separation Pay Plan or any prior agreement entered into between you and the Company.

Representations : You hereby make the following representations:

You are under no contractual or other restrictions which would prevent you from accepting employment with us or working with or calling on any of our customers and did not engage in any conduct that would have otherwise violated your duties and obligations to any prior employer. We have advised you that we would not consider employing you if there were any legal restrictions which would prevent you from accepting such employment, working with or calling on our customers, or us from offering such employment; and

You (a) have complied with the policies of all prior employers regarding the return of all relevant materials and property, (b) will not bring any current or prior employer’s confidential or trade secret information with you, (c) will not disclose any such information to any Company employee or agent; (d) will continue to comply with any ongoing obligations to your previous employers with respect to any confidential information or trade secrets to which you had access during the course of your prior employment; and (e) will continue to comply with any restrictions that may apply to you regarding the recruitment of employees of your former employers.

Preconditions : This offer is contingent upon your satisfaction of the following preconditions:

Drug Screen, Background and Reference Checks – You must submit to a drug screen, background check and reference checks, results of which must be satisfactory to the Company. This offer of employment is contingent upon the results of the drug screen, background check and reference checks. In order to begin employment with the Company, your drug test needs to be completed prior to your start date and the results must be reported back to Human Resources.

Employment Eligibility – The Company participates in the E-Verify program administered by the Social Security Administration, Department of Homeland Security, and US Citizenship and Immigration Service. Participation in this program helps the Company confirm employment eligibility for all new hires, rehires and reinstatements. On or prior to your start date, you must go online to www.newi9.com and complete Section 1 of the electronic I-9 form. If you don’t have access to the Internet, you can complete Section 1 at your worksite on your start date.

Within three (3) business days of the date employment begins, you must provide original documentation that establishes your personal identity and right to work in the United States. If you are authorized to work, but are unable to present the required document(s) within three (3) business days, you must present a receipt for the application of the document(s) within three (3) business days and the actual original document(s) within ninety (90) days.

Other – You must complete all required new-hire materials through our SilkRoad Onboarding electronic on-boarding system. You will be receiving a welcome email from the SilkRoad Onboarding site, please keep that email as it will have your user id and password attached. The Company will not be responsible for reimbursing you for any relocation or other expenses, and will not otherwise be liable to you, if you do not satisfy the foregoing preconditions.

Noncompetition: In consideration of the covenants and agreements of the Company herein contained, the positions of trust and confidence you occupy and have occupied with the Company and/or its affiliates and the information of a highly sensitive and confidential nature obtained as a result of such positions, you agree that, from the date of your Termination of Employment for any reason, including a Termination of Employment initiated by the Company with or without Cause, and for, as determined by the Company in its sole discretion, twelve (12) or eighteen (18) months thereafter (such 12- or 18-month period, as determined by the Company in its sole discretion, the “ Noncompetition Period ”), you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer or director of an entity, or in any other individual or representative capacity, worldwide, engage in any business that is competitive with the business of the Company or any of its affiliates. You may, however, own stock or the rights to own stock in a company engaged in the business described in the immediately preceding sentence that is publicly owned and regularly traded on any national exchange or in the over-the-counter market, so long as the combined value of your holdings of stock and rights to own stock of such company do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors (or similar applicable governing body), or (ii) your W-2 wages from the Company and its affiliates for the most recently completed calendar year.

Discretionary Waiver of Noncompetition Obligation by the Company : You agree that the Company will have the unilateral right to waive your noncompetition obligations under Section 5(a) of this letter and that such waiver will relieve the Company of any obligation to provide you with a “Noncompetition Severance Benefit” as described in Section 5(c) of this letter. Unless the Company notifies you of its decision not to waive your noncompetition obligations under Section 5(a) of this letter within 5 (five) business days after the date of your Termination of Employment, the Company will be deemed to have elected to relieve you of your noncompetition obligations under Section 5(a) of this letter.

Noncompetition Severance Benefit . If (1) you have a Termination of Employment with the Company and its affiliates, (2) such Termination of Employment is either not a “Qualifying Termination” (as such term is defined in the SLSPP) or is a “Qualifying Termination” (as such term is defined in the SLSPP) but you do not satisfy the condition set forth in Section 2.1(c) of the SLSPP to receive a Severance Benefit under the SLSPP based on a “Qualifying Termination,” and (3) the Company notifies you of its decision not to waive your noncompetition obligations under Section 5(a) of this letter pursuant to Section 5(b) of this letter and whether the Noncompetition Period will be for twelve (12) or eighteen (18) months, then the Company will pay you a “Noncompetition Severance Benefit.” For purposes of this Section 5(c), the “Noncompetition Severance Benefit” will be a total amount equal to twelve (12) months (if your Noncompetition Period is twelve (12) months) or eighteen (18) months

ARTICLE I DEFINITIONS

ARTICLE II SEVERANCE BENEFITS

Section 2.1

Section 2.2

ARTICLE III SUCCESSORS AND ASSIGNMENT

Section 3.1

Section 3.2

ARTICLE IV CLAIMS AND APPEALS PROCEDURES

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

Section 4.10

Section 4.11

Section 4.12

Section 4.13

ARTICLE V COMPANY ACTIONS AND PLAN ADMINISTRATION

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

ARTICLE VI AMENDMENT OR TERMINATION

Section 6.1

Section 6.2

ARTICLE VII MISCELLANEOUS

Section 7.1

Section 7.2

Section 7.3

Section 7.4

Section 7.5

Section 7.6

Section 7.7

Section 7.8

Section 7.9

Section 7.10

Section 7.11

Section 7.12

Section 7.13

Section 7.14

Section 7.15

Section 7.16

Section 7.17

Section 7.18

Section 7.19

Section 7.20

gross negligence in the performance of his duties with his Employer;

conviction of, or plea of guilty or nolo contendere to, any felony or a lesser crime or offense which, in the reasonable opinion of the Company, could adversely affect the business or reputation of any Employer or any of their Affiliates;

engagement in conduct that is demonstrably and materially injurious to any Employer or any of their Affiliates, monetarily or otherwise;

violation of any provision of the Company’s Principles of Ethical Business Conduct or its discrimination policy, harassment policy, or other Company policies;

engagement or threatened engagement in any Prohibited Activities;

act of dishonesty resulting in, or intended to result in, personal gain at the expense of any Employer or any of their Affiliates; or

engaging in any act that harms, is intended to harm, or may be reasonably expected to harm, the reputation, business prospects, or operations of any Employer or any of their Affiliates.

a change in the Executive’s duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of the Executive’s duties, responsibilities or status with the Executive’s Employer (other than any such diminution resulting from any accommodations the Company may provide as part of the interactive process under the ADA or any of the Company’s other policies);

a material reduction by the Executive’s Employer in the Executive’s then-current annual rate of base salary;

if the Executive’s office is relocated more than seventy-five (75) miles from the Executive’s place of residence on the date the Executive was designated an Executive in this Plan unless the Executive’s residence at the time of the relocation is within 75 miles of the Executive’s new office location; or

any material breach of the terms of this Plan by the Company or the Executive’s Employer.

directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer or director of an entity, or in any other individual or representative capacity, worldwide, engaging in any business which is competitive with the business of the Company or any of its Affiliates; provided , however , that notwithstanding anything to the contrary contained in this Plan Document, the Executive may own stock or rights to own stock in a company that is publicly owned and regularly traded on any national exchange or in the over-the-counter market, so long as the combined value of the Executive’s holdings of stock and rights to own stock of such company do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors, or (ii) the Executive’s W-2 wages from the Company and its Affiliates for the most recent calendar year;

directly or indirectly soliciting, offering or providing services that are the same as or similar to the services the Company or its Affiliates has provided or offered at any time during the Executive’s employment with an Employer to any customer or prospective customer of the Company or its Affiliates (i) with whom the Executive had direct contact in the course

directly or indirectly, soliciting, inducing or encouraging any employee(s) of the Company or its Affiliates to terminate their employment with the Company or its Affiliates or to accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company or its Affiliates, or cooperating with any others in doing or attempting to do so. As used herein, the term “soliciting, inducing or encouraging” includes, but is not limited to, (a) initiating communications with an employee of the Company or its Affiliates relating to possible employment, (b) offering bonuses or additional compensation to encourage an employee of the Company or its Affiliates to terminate his employment with the Company and its Affiliates and accept employment with any entity, or (c) referring an employee of the Company or its Affiliates to personnel or agents employed by any entity, including competitors, suppliers or customers of the Company or its Affiliates;

disclosing or using any Confidential Information for the Executive’s own benefit or for the benefit of any other person or entity, unless directed or authorized in writing by the Company to do so, until such time as the information becomes generally known to the public other than through disclosure, directly or indirectly, by the Executive;

An involuntary termination of the Executive’s employment by the Executive’s Employer for reasons other than Cause or the Executive’s death; or

A voluntary termination of the Executive’s employment by the Executive for Good Reason pursuant to a Notice of Termination delivered to the Company by the Executive.

a noncompetition provision for a period of eighteen (18) months immediately following the Executive’s Effective Date of Termination, which prohibits the activities specified in clause (i) of the definition of Prohibited Activities;

a nonsolicitation of customers provision for a period of eighteen (18) months immediately following the Executive’s Effective Date of Termination, which prohibits the activities specified in clause (ii) of the definition of Prohibited Activities;

a nonsolicitation of employees provision for a period of two (2) years after the Executive’s Effective Date of Termination, which prohibits the activities specified in clause (iii) of the definition of Prohibited Activities;

a confidentiality provision with respect to Confidential Information, which prohibits the activities specified in clause (iv) of the definition of Prohibited Activities, after the Executive’s Effective Date of Termination; and

a provision pursuant to which the Executive agrees to deliver a copy of the restrictive covenant agreement to any entity that the Executive is employed by during the two-year period following the Executive’s Effective Date of Termination.

Severance Benefits . The Executive shall be entitled to receive from the Company or his Employer Severance Benefits, as described in Section 2.2 herein, if (1) a Qualifying Termination of the Executive’s employment has occurred or (2) a Designated Termination of the Executive’s employment has occurred.

No Severance Benefits . The Executive shall not be entitled to receive Severance Benefits if the Executive’s employment with the Company and its Affiliates ends for reasons other than a Qualifying Termination or a Designated Termination.

Plan Release and Separation Agreement . As a condition to receiving Severance Benefits (except with respect to a Severance Benefit payable on account of a Designated Termination), the Executive shall execute a Plan Release and a Separation Agreement (unless the Company, in its Sole Discretion, waives either or both) within twenty-one (21) days (or within forty-five (45) days, if permitted by the Company) after the date of the Executive’s Qualifying Termination and such Plan Release and Separation Agreement become irrevocable.

An amount equal to one and one-half (1.5) multiplied by the Executive’s Annualized Total Compensation, payable in the form of equal periodic installment payments over an 18-month period. The equal periodic installment payments will commence within a reasonable time after the Executive’s Effective Date of Termination, and will be paid on regular pay days for Executives until the total amount to which the Executive is entitled to under this Section 2.2(a) has been paid. No portion of the amount to which the Executive is entitled under this Section 2.2(a) will be paid in the form of a lump sum, except as otherwise determined by the Company in its Sole Discretion. The payment of the total amount to which the Executive is entitled under this Section 2.2(a) shall be completed in all instances no later than the end of the second calendar year following the calendar year in which the Executive’s Qualifying Termination or Designated Termination occurs.

A lump-sum amount equal to the amount, if any, that would have been payable to the Executive under the Company’s annual bonus program for the calendar year that includes the Effective Date of Termination had the Executive remained employed through the end of such calendar year on the basis of the Company’s actual performance for such calendar year (without regard to any executive-specific objectives); provided , however , that such amount shall be adjusted on a pro rata basis based on the number of days the Executive was actually employed

Continuation of:

the Executive’s medical (including the executive physical benefit program), dental and vision coverage pursuant to COBRA (“ COBRA Continuation Coverage ”) subsidized by the Company at active employee rates for 18 months. Such benefits will be provided to the Executive through COBRA at the same coverage level as in effect immediately prior to the Executive’s Effective Date of Termination (or at such other level as may be elected by the Executive in accordance with COBRA during annual enrollment), will require the Executive to elect COBRA Continuation Coverage for said benefits through the Company’s standard COBRA administration system, and will take the form of a subsidy of the COBRA Continuation Coverage premium payable by the Executive equal to an amount that results in the Executive’s remaining premium for COBRA Continuation Coverage (and only such coverage) being the same dollar amount that the Executive would have paid for the same benefit coverage as an active employee.

the Executive’s (A) separate individual life and disability policies paid for by the Company to the extent such coverage can reasonably be continued under the terms of the applicable policy, and (B) financial planning benefit, in each case, utilized immediately preceding the Executive’s Effective Date of Termination, for eighteen (18) months; provided that the value of any such benefit available in any calendar year that is not used in that calendar year may not be carried over and made available in any other calendar year.

Benefit Amount Specified under a Change-in-Control Severance Agreement . If an Executive would be entitled to Severance Benefits under Sections 2.2(a), 2.2(b) and 2.2(c), and such Executive is also entitled to a Change-in-Control Severance Benefit, the amount and form of Severance Benefits that such Executive will be eligible to receive under Sections 2.2(a), 2.2(b) and 2.2(c) will be determined solely by the applicable provisions of such Change-in-Control Severance Agreement in lieu of the amount and form of Severance Benefits that would otherwise be determined under such Sections of this Plan. Notwithstanding the preceding sentence, such Severance Benefits (the amount and form of which are determined by the applicable provisions of such Change-in-Control Severance Agreement) will be treated for all purposes as Severance Benefits under this Plan.

Benefit Amount Specified under an Employment Letter Agreement . If an Executive is entitled to a Noncompetition Severance Benefit, the amount and form of Severance Benefits that such Executive will be eligible to receive under this Article II will be determined solely by the applicable provisions of such Executive’s Employment Letter Agreement and such Executive will not be eligible to receive any Severance Benefits under Sections 2.2(a), 2.2(b) or 2.2(c). Notwithstanding the preceding sentence, such Severance Benefits (the amount and form of which are determined by the applicable provisions of such Employment Letter Agreement) will be treated for all purposes as Severance Benefits under this Plan.

Specified Employees . Notwithstanding anything in this Plan to the contrary, if the Executive constitutes a “specified employee” as defined in section 409A of the Code, as of the Effective Date of Termination, to the extent payments made under Sections 2.2(a), 2.2(b) or 2.2(e) or benefits provided under Section 2.2(c) constitute deferred compensation (after taking into account any applicable exemptions from section 409A of the Code), and to the extent required by section 409A of the Code, payments made under Sections 2.2(a), 2.2(b) or 2.2(e) will not commence to be paid to the Executive, and the Company’s subsidy of the cost of benefits provided under Section 2.2(c) will not commence, in each case, until the earlier of: (i) the first day following the six (6) month anniversary of the Executive’s Effective Date of Termination, or (ii) the Executive’s date of death; provided , however , that any payments delayed during this 6-month period shall be

For the avoidance of doubt, the Executive’s outstanding stock options, restricted stock awards, performance share units or other equity awards, if any, shall vest in accordance with the terms of the applicable equity compensation plan and award agreements.

Any Claim must be Delivered to the Claims Administrator by a Claimant, in writing, and on the appropriate Claim form, or in such other form as may be acceptable to the Claims Administrator;

Any Claim must be identified in writing as a formal Claim for Severance Benefits under the Claims and Appeals Procedures; and

Any Claim must be Delivered to the Claims Administrator not later than twelve months after the Executive’s Effective Date of Termination or other event giving rise to the Claim.

The Claims Administrator will make a Benefit Determination regarding the Claim and Notify the Claimant of such Benefit Determination within a reasonable period of time, but in any event (except as described in Section 4.4(b) below) within 90 days after Receipt of the Claim by the Claims Administrator.

The Claims Administrator may extend the period for making the Benefit Determination on the Claim by up to 90 days if it determines that special circumstances require an extension of time, and if it Notifies the Claimant, prior to the end of the initial 90-day period, of the special circumstances requiring the extension of time and the date by which the Claims Administrator expects to render a Benefit Determination.

The Claims Administrator will provide a Claimant with written or electronic Notice of any Adverse Benefit Determination on the Claim.

The Notification will set forth in a manner calculated to be understood by the Claimant:

the specific reason or reasons for the Adverse Benefit Determination;

reference to the specific provision(s) of the Plan Document on which the Adverse Benefit Determination is based;

a description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary; and

a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement describing the Claimant’s right to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review.

Any Appeal must be submitted by a Claimant, in writing, and on the appropriate form, or in such other form as may be acceptable to the Claims Administrator.

Any Appeal must be Delivered, as provided in Section 7.18, to the Claims Administrator within 60 days of Receipt by the Claimant of the Notice of the Adverse Benefit Determination on the Claim.

The Appeal review will be conducted by the Claims Administrator, with or without the presence of the Claimant, as determined by the Claims Administrator in its discretion. The Claims Administrator will consider the applicable terms and provisions of the Plan and amendments to the Plan, information and evidence that is presented by the Claimant (including all comments, documents, records and other information submitted by the Claimant without regard to whether such information was submitted or considered in the initial Benefit Determination) and any other information it deems relevant. In reviewing the Appeal, the Claims Administrator, where appropriate, will also consider and be consistent with prior determinations of Appeals from other Claimants who were similarly situated and which have been processed through the Plan’s Claims and Appeals procedures within the past 24 months.

The Claimant will be provided, upon request and free of charge, reasonable access to and copies of all Relevant Documents.

The review procedure will involve only one level of review.

The Claimant will be allowed to submit any supporting comments, documents, records and other information.

The Claims Administrator will make a Benefit Determination regarding the Appeal and Notify the Claimant of such Benefit Determination within a reasonable period of time, but in any event (except as described in Section 4.9(b) below) within 60 days after Receipt of the Appeal by the Claims Administrator.

The Claims Administrator may extend the period for making the Benefit Determination on the Appeal by up to 60 days if it determines that special circumstances require an extension of time, and if it Notifies the Claimant, prior to the end of the initial 60-day period, of the special circumstances requiring the extension of time and the date by which the Claims Administrator expects to render a decision. If such an extension is necessary due to a failure of the Claimant to submit information necessary to decide the Appeal, the period in which the Claims Administrator is required to make a decision shall be tolled by the Claims Administrator from the date on which the Notification is sent to the Claimant until the Claims Administrator has Received from the Claimant a response to the request for additional information. If the Claimant fails to respond to the Claims Administrator’s request for additional information within a reasonable time, the Claims Administrator may, in its discretion, render a Benefit Determination on the Appeal based on the record before the Claims Administrator.

The Claims Administrator will provide a Claimant with written or electronic Notice of any Adverse Benefit Determination on the Appeal.

The Notification will set forth in a manner calculated to be understood by the Claimant:

The specific reason or reasons for the Adverse Benefit Determination;

Reference to the specific provision(s) of the Plan on which the Adverse Benefit Determination is based;

A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all Relevant Documents; and

A statement describing the Claimant’s right to bring a civil action under section 502(a) of ERISA following an Adverse Benefit Determination on review.

No legal action, including without limitation any lawsuit, for Severance Benefits or with respect to any other matter that was or could have been included in a Claim may be brought:

by a Claimant more than two years after the later of:

the date the related Claim is Received by the Claims Administrator; and

the date the Claimant Receives a denial of his related Appeal; or

by any Executive, former Executive or other person who has not, as also described in Section 4.12, timely filed a Claim (as described in Section 4.2(c)) and an Appeal (as described in Section 4.7) for such Severance Benefits or other matter that was or could have been included in a Claim.

Any legal or equitable action involving or related to the Plan, including any such action related to Severance Benefits, eligibility, or breach of fiduciary duties, that is brought by any Executive, former Executive or other person must be brought in the United States District Court for the Northern District of Illinois and no other federal or state court. In any legal or equitable action against a Plan Party (as defined below in this sentence) in connection with any matter related to the Plan, the person or persons bringing such action shall not be entitled to recover any legal fees or expenses from the Plan, the Company, any Employer, the Benefits Committee, the Administrator, any Plan fiduciary, any of their respective

creates the Benefits Committee (which will consist, at a minimum, of the Treasurer and the Vice President) with all (1) authority to control and manage the operation and administration of the Plan, within the meaning of section 402(a)(1) of ERISA, (2) authority or control respecting the management or disposition of the Plan’s assets, if any, within the meaning of section 3(21)(A)(i) of ERISA; and (3) discretionary authority and discretionary responsibility in the administration of the Plan, within the meaning of section 3(21)(A)(iii) of ERISA, to the exclusion of all other persons;

empowers the Benefits Committee to adopt, and from time to time amend, by-laws to authorize and govern activities of (1) each Administrator, and (2) the Benefits Committee acting as the Company, including, inter alia , the taking of action to create subcommittees of the Benefits Committee and to add members to or remove members from the Benefits Committee and such subcommittees;

names each Administrator to be a Named Fiduciary with respect to the Authority or Discretion assigned to it in the Plan or the By-Laws or by action taken pursuant to the By-Laws; and

names each service provider under each Service Agreement to be a Named Fiduciary with respect to the Authority or Discretion assigned to it in such Service Agreement.

amend the Plan;

identify any Fiduciary as a Named Fiduciary, in the manner provided in the Plan;

determine what expenses, if any, related to the operation and administration of the Plan will be paid from Employer assets, subject to applicable law;

establish such policies, including a funding policy, and make such delegations or designations as may be necessary or incidental to the authority and control over the Plan of the person or entity acting as the Company;

retain, monitor and terminate such service providers and advisors as it considers appropriate to perform sponsor activities with respect to the Plan and to delegate any of its duties, as appropriate, to such service providers and advisors; to determine appropriate fees for such service providers and advisors; and to ensure that an appropriate agreement (under terms acceptable to the person or entity acting as the Company) is in place with each such service provider and advisor;

consult with legal counsel, independent consulting or evaluation firms, accountants, actuaries or other advisors, as necessary, appropriate or desirable to perform its functions;

designate an employee of an Employer as eligible for this Plan and/or remove such an employee from eligibility for this Plan; and

take any other actions it deems necessary, incidental or desirable to the performance of the duties of the Company, including the power to delegate that power to any persons.

The Benefits Committee, acting as an Applicable Administrative Named Fiduciary, subject to subparagraph (b) of this Section 5.3, has all of the Benefits Committee’s Authority or Discretion to operate and administer the Plan. Such Authority or Discretion is exclusive, subject to the power of the Benefits Committee, acting as an Applicable Administrative Named Fiduciary, to allocate or delegate such Authority or Discretion pursuant to the procedures in Section 5.5, and includes, but is not limited to, Authority or Discretion:

to control and manage the operation and administration of the Plan, within the meaning of section 402(a)(1) of ERISA;

to direct the Company to make distributions solely for the benefit of Executives in accordance with the terms of the Plan or as otherwise permitted by the Plan;

to construe and apply the provisions of the Plan, including (i) a determination of who is eligible for coverage under the Plan, subject only to the terms and conditions of the Plan, and (ii) resolving ambiguities, determining relevant facts, rectifying errors and remedying omissions;

to appoint and compensate such specialists (including attorneys, actuaries, consultants and accountants) to aid it in the administration of the Plan, and arrange and pay for such other services (including an audit of the financial statements of the Plan by an independent outside accountant), as are necessary, appropriate or desirable in carrying out the provisions of the Plan;

to negotiate and execute on behalf of the Plan Service Agreements which are legally enforceable and binding on the Plan, subject to ERISA and other applicable law;

to formulate, adopt, issue and apply procedures and rules and change, alter or amend such procedures and rules in accordance with law except as may be inconsistent with the terms of the Plan;

to determine what Severance Benefits are payable under the Plan;

to settle or compromise any claim or litigation for, or against, the Plan or against a third party with respect to which the Plan has an indemnity obligation; and

to take any other actions necessary, incidental or desirable to the performance of Authority or Discretion of the Benefits Committee to operate and administer the Plan.

The Benefits Committee will not be a Fiduciary whenever acting as the Company and, notwithstanding any other term or provision of the Plan or any Service Agreement, the Benefits Committee will cease to be an Applicable Administrative Named Fiduciary with respect to any Authority or Discretion, to the extent such Authority or Discretion is allocated to another Applicable Administrative Named Fiduciary, pursuant to the procedure in the Plan.

Procedure for Identification . Subject to Section 5.4(b), the Company may from time to time identify a Fiduciary to be a Named Fiduciary with respect to any Authority or Discretion by (i) naming such Fiduciary in the Plan Document, (including by incorporating other documents into the Plan by reference, as is done by Section 5.1); or (ii) such other method of taking action as the Company may select to describe such Authority or Discretion, which naming and/or description may be accomplished by use of, or by referencing, the By-Laws, a Service Agreement, or another source of such Authority or Discretion.

No Identification of Employer . Notwithstanding the procedure set forth in 5.4(a), the Company may not identify an Employer or an Employer’s board of directors as a Named Fiduciary, provided that designation of the Human Resources Committee as a Named Fiduciary herein will be deemed not to be inconsistent with this provision. Nor may the Company identify any officer or employee of an Employer as a Named Fiduciary, unless such officer or employee is, or thereby becomes, an Administrator.

Compensation . An Administrator, acting as a Named Fiduciary, will serve without compensation for its services as such.

Delegations . Subject to Section 5.5(d), each Named Fiduciary may (i) delegate Authority or Discretion, and (ii) make a change of delegated Authority or Discretion. Each such delegation will designate the Authority or Discretion and the Fiduciary to whom such Authority or Discretion is delegated. An Administrator may make such designation by use of the By-Laws, use of a Service Agreement or such other method of taking such action as the Administrator may select. Any Named Fiduciary other than an Administrator may make such a designation only (i) in writing, and (ii) after giving prior written notice of such designation to the applicable Administrator. No person to whom Authority or Discretion has been properly delegated must consent to being a Fiduciary nor will it be necessary for the delegating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a Service Agreement, the person must be given notification of the services to be performed and perform, or agree to perform, such services. The Authority or Discretion of a Fiduciary to whom Authority or Discretion has been delegated hereunder, will be several and not joint with any other Fiduciary, and the delegation of such Authority or Discretion to such Fiduciary will result in each other Fiduciary no longer being a Fiduciary, other than as provided in section 405(c) of ERISA, with respect to, nor having any longer, such Authority or Discretion. A permissible delegation of Authority or Discretion which is not implemented in the manner set forth in the Plan will not be void; however, whether the delegating Named Fiduciary will have joint liability for acts of the Fiduciary to whom Authority or Discretion has been delegated will be determined by applicable law.

Allocations . Subject to Section 5.5(d), an Administrator may allocate or reallocate Authority or Discretion among Named Fiduciaries. Such allocations will identify the Named Fiduciaries and describe the Authority or Discretion allocated among the Named Fiduciaries. An Administrator may make such allocations by use of the By-Laws, use of a Service Agreement or such other method of taking such action as the Administrator may select. No person to whom Authority or Discretion has been properly allocated must consent to being a Fiduciary nor will it be necessary for the allocating Named Fiduciary to seek such person’s acquiescence; however, where such person has not signed a Service Agreement, the person must be given notification of the services to be performed and perform, or agree to perform, such services. The Authority or Discretion of a Named Fiduciary to whom Authority or Discretion has been allocated hereunder, will be several and not joint with any other Fiduciary, and the allocation of such

Limit on Liability . The allocation and delegation of Authority or Discretion pursuant to the terms of the Plan limit the liability of (i) each Administrator, and (ii) each other Named Fiduciary, as appropriate, in accordance with the provisions of section 405(c) of ERISA.

No Delegation or Allocation to Employer . Notwithstanding the procedures set forth in (a) and (b) above, a Named Fiduciary may not delegate or allocate Authority or Discretion to the Company, an Employer, or their respective boards of directors, officers or employees; provided , however , that an Administrator may allocate Authority or Discretion to another Administrator or among the members of an Administrator, and an Administrator may delegate Authority or Discretion to officers or employees of Employers.

Administrator Bonding . An Administrator will serve without bond (except as otherwise required by federal law).

Misrepresentations . Each Administrator may, but will not be required to, rely upon any certificate, statement or other representation made to it by another Fiduciary or by an Executive, or another individual, or personal representative of any thereof with respect to any fact. Any such certificate, statement or other representation will be conclusively binding upon such other Fiduciary, Executive, or other individual or personal representative, and on any heir or assignee of any thereof (but not upon the applicable Administrator), and any such person will thereafter be estopped from disputing the truth of any such certificate, statement or other representation.

Records . The regularly kept records of any Fiduciary or Employer may be relied upon conclusively by an Administrator.

Plan Expenses . All expenses of the Plan which have been approved by an Administrator will be paid by the Employer(s). Expenses of administering the Plan will be borne by the Employer(s) in such proportion as the Company will determine.

Fiduciary Capacity . Any person or group of persons may serve in more than one Fiduciary capacity with respect to the Plan. In addition, any person or group of persons may act both as a Fiduciary and as the Company; however, they must act as either a Fiduciary or the Company, but not both, with respect to any matter.

Employer’s Agent . The Company will act as agent for each Employer.

Fiduciary Decisions Final . The decision of a Fiduciary in matters within its Authority or Discretion will be final, binding, and conclusive upon each Employer and upon each Executive and every other person or party interested or concerned.

Agency . Each Fiduciary will perform (or fail to perform) its Authority or Discretion with respect to the Plan as an independent contractor and not as an agent of an Administrator, the Plan, or any Employer. No agency is intended to be created by the Plan, nor is any Fiduciary acting as a Fiduciary empowered to create an agency relationship, with an Administrator, the Plan, or any Employer. Except as prohibited by this Section 5.6(h), the Plan, each Administrator and each other Fiduciary may act through agents.

To the extent all or any portion of a payment to an Executive is in excess of the proper Severance Benefits payable to such Executive (an “ Excess Benefit Amount ”), an equitable lien shall arise in favor of the Plan in such Excess Benefit Amount. Such Executive shall have an obligation to reimburse, and shall promptly reimburse, the Plan in the amount of such Excess Benefit Amount plus, in the sole discretion of, and in the amount determined by, the Applicable Administrative Named Fiduciary, a reasonable amount of interest with regard to such Excess Benefit Amount (the “ Applicable Interest Amount ”). Such equitable lien shall exist with regard to the funds received by such Executive from the Plan regardless of whether such funds remain identifiable or segregated from such Executive’s other assets.

An Excess Benefit Amount does not constitute Severance Benefits payable under the Plan. Therefore, if an Executive receives an Excess Benefit Amount, such Executive shall have an obligation to pay to the Plan the amount of such Excess Benefit Amount. The Plan shall have, in addition to recovery rights provided herein, any and all rights to recover such Excess Benefit Amount under federal and state law. In addition, the Plan shall have a right to secure repayment of such Excess Benefit Amount through a security interest in all assets of such Executive.

Any Executive receiving any Excess Benefit Amount shall promptly notify the Applicable Administrative Named Fiduciary of having received such Excess Benefit Amount upon becoming aware thereof (including but not limited to becoming aware that he has received a benefit payment in excess of any benefit amount communicated by the Plan in writing to such Executive).

If an Excess Benefit Amount is paid to an Executive, after becoming aware thereof the Applicable Administrative Named Fiduciary shall take actions as are appropriate and reasonable to recover such Excess Benefit Amount. Such actions may include, but are not limited to, (i) requesting that such Executive reimburse the Plan the amount of such Excess Benefit Amount plus any Applicable Interest Amount, (ii) causing such Executive to enter into a security agreement to secure repayment of such Excess Benefit Amount, (iii) instituting collection proceedings, including legal action in a court of law, (iv) offsetting such Excess Benefit Amount against amounts presently or in the future owed or otherwise payable to or on behalf of the Executive by the Plan, and in the case that such Excess Benefit Amount was paid to a person who is deceased, reducing any future payments to such person’s beneficiary entitled to any benefit payments upon the death of such person, and (v) reversing benefit payments previously made to or on behalf of the Executive, in each case in an amount equal to such Excess Benefit Amount plus any Applicable Interest Amount.

approved by the Administrator; and

otherwise undertaken in accordance with the terms and provisions of the Plan.

Notices to Executives, Claimants, Etc. Any notice or other communication provided by an Employer, Administrator, Claims Administrator or other person on behalf of or in connection with the Plan to an Executive, Claimant or any other person entitled to or claiming benefits under the Plan (or any representative of any of the foregoing) may be given, and thereby “Delivered” and “Received,” if and only if

it is in writing,

it is hand delivered, or it is sent via messenger service, delivery service, facsimile or United States mail with first class postage prepaid, to such person, except in the case of hand delivery, to the address or facsimile telephone number, as applicable, last appearing on the records of the Plan or the Executive’s Employer,

the person giving such notice or other communication has

in the case of hand delivery, written receipt of delivery signed by the Executive, Claimant or other person entitled to or claiming benefits under the Plan,

in the case of a messenger or delivery service, written confirmation from the messenger or delivery service of delivery to such address, or

in the case of a facsimile, printed confirmation from the sending facsimile machine indicating that the transmission was received by the receiving facsimile machine, and

in the case of a facsimile, the facsimile transmission is followed by a paper copy of the communication sent to such Executive, Claimant or other person via next business day messenger or delivery service no later than the latter of the business day after the facsimile is transmitted or the deadline for Delivery of such notice or other communication.

in the case of hand delivery or messenger or delivery service, at such time as is evidenced by such receipt or confirmation,

in the case of delivery by facsimile, at the time of such facsimile confirmation, or

in the case of delivery by United States mail, ten days after deposit in the United States mail or, if earlier, upon actual delivery to the appropriate address.

Notices to Employer, Administrator or Claims Administrator . Any notice or other communication provided by an Executive, Claimant or any other person entitled to or claiming benefits under the Plan (or any representative of any of the foregoing) to an Employer, Administrator or Claims Administrator may be given, and thereby “Delivered” and “Received,” if and only if

it is in writing,

it is hand delivered, or it is sent via messenger service, delivery service or United States mail with first class postage prepaid, to the Employer, Administrator or Claims Administrator, as applicable, at the location, in the case of hand delivery, or to the address, in the case of messenger or delivery service or United States mail, specified in the summary plan description for giving such notice or other communication, and

the person giving such notice or other communication has

in the case of hand delivery, written receipt of delivery signed by the Employer, Administrator or Claims Administrator, as applicable,

in the case of a messenger or delivery service, written confirmation of the messenger or delivery service of delivery to such address, or

in the case of United States mail, written evidence from the United States Postal Service of delivery to such address.

in the case of hand delivery or messenger or delivery service, at such time of delivery as is evidenced by such receipt or confirmation, or

in the case of delivery by United States mail, at the time of delivery as indicated by such evidence.

The Company will pay a lump-sum amount to you, within sixty (60) calendar days following your Separation from Service, equal to two (2.0) times your Annualized Total Compensation; provided that if the sixty (60) day period begins in one taxable year and ends in a subsequent taxable year, the payment will be made in the subsequent taxable year; however, if the Change in Control is not a “change in control event,” within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), then such amount shall be payable in equal regular intervals over the twenty-four (24) months, in accordance with the Company’s regular payroll practices, beginning on the first practicable paydate following expiration of the applicable revocation period. This amount, whether paid as a lump sum or in installments, constitutes a “Change-in-Control Severance Benefit” under the terms of the RR Donnelley Senior Leadership Separation Pay Plan (the “ SLSPP ”), subject to the limits set forth therein, all provisions of the SLSPP (except as otherwise provided in the SLSPP) shall apply thereto, and, except as set forth in this Agreement, no other amount shall be payable under the SLSPP. Any dispute regarding this Change-in-Control Severance Benefit, including your eligibility therefor, will be governed by the terms of the SLSPP (including its claims and appeals procedures).

The Company also will pay a lump-sum amount to you equal to the amount, if any, that would have been payable to you under the Company’s annual bonus program for the calendar year that includes the date of your Separation from Service had you remained employed through the end of such calendar year on the basis of the Company’s actual performance for such calendar year (without regard to any objectives specific to you); provided , however , that such amount shall be adjusted on a pro rata basis based on the number of days you were actually employed during the calendar year in which your Separation from Service occurs. Such lump-sum amount, if any, shall be paid at the same time as annual bonuses for such year are paid to employees of the Company, but in no event later than two and one half (2 1/2 months) after the end of the calendar year that includes the date of your Separation from Service. This lump-sum amount constitutes a “Change-in-Control Severance Benefit” under the terms of the SLSPP, subject to the limits set forth therein, and all provisions of the SLSPP (except as otherwise provided in the SLSPP) shall apply thereto, and, except as set forth in this Agreement, no other amount shall be payable under the SLSPP. Any dispute regarding this Change-in-Control Severance Benefit, including your eligibility therefor, will be governed by the terms of the SLSPP (including its claims and appeals procedures).

The Company will provide to you:

continued medical (including the executive physical benefit program), dental and vision coverage pursuant to COBRA (“ COBRA Continuation Coverage ”) subsidized by the Company at active employee rates for 18 months. Such benefits will be provided to you through COBRA at the same coverage level as in effect immediately prior to your Separation from Service (or at such other level as you may elect in accordance with COBRA during annual enrollment), will require you to elect COBRA Continuation Coverage for said benefits through the Company’s standard COBRA administration system, and will take the form of a subsidy of the COBRA Continuation Coverage premium payable by you equal to an amount that results in your remaining premium for COBRA Continuation Coverage (and only such coverage) being the same dollar amount that you would have paid for the same benefit coverage as an active employee.

your (A) separate individual life and disability policies paid for by the Company to the extent such coverage can reasonably be continued under the terms of the applicable policy and (B) financial planning benefit, in each case, utilized immediately preceding your Separation from Service, for twenty-four (24) months; provided that the value of a benefit available in any calendar year that is not used in that calendar year may not be carried over and made available in any other calendar year.

Any outstanding stock options, restricted stock awards, performance share units or other equity awards granted to you from time to time shall vest in accordance with the terms of the applicable equity compensation plan and award agreements. Your rights of indemnification under the Company’s and any of its Affiliates’ organizational documents, any plan or agreement, at law, or otherwise and your rights thereunder to directors’ and officers’ liability insurance coverage for, in both cases, actions as an officer or director of the Company and its Affiliates shall survive your Separation from Service to the extent provided therein. In the event of your Separation from Service, you will be deemed to resign as an officer and director of, and from all other positions with, the Company and its Affiliates and employee benefit plans.

Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any entity which effectuates a Change in Control (or any of its affiliated entities) to or for your benefit (whether pursuant to the terms of this Agreement or otherwise) (the “ Payments ”) would be subject to the excise tax imposed by section 4999 of the Code (the “ Excise Tax ”), and (ii) the reduction of the amounts payable to you, whether under this Agreement or otherwise, to the maximum amount that could be paid to you without giving rise to the Excise Tax (the “ Safe Harbor Cap ”) would provide you with a greater after tax amount than if such amounts were not reduced, then the Payments shall be reduced (but not below zero) to the Safe Harbor Cap. Any such reduction shall occur in the following order: (A) by eliminating the acceleration of vesting of any

All determinations required to be made under this Section 3 shall be made by the public accounting firm that is retained by the Company as of the date immediately prior to the Change in Control (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to the Company and you within fifteen (15) business days of the receipt of notice from the Company or you that there has been a Payment, or such earlier time as is requested by the Company. Notwithstanding the foregoing, in the event (i) the Board of Directors of the Company (the “ Board ”) shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). If payments are reduced to the Safe Harbor Cap, the Accounting Firm shall provide a reasonable opinion to you that you are not required to report any Excise Tax on your federal income tax return. All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. If the Accounting Firm determines

If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “ IRS ”) proceeding which has been finally and conclusively resolved, that Payments have been made to, or provided for the benefit of, you by the Company, which are in excess of the limitations provided in this Section 3 (hereinafter referred to as an “ Excess Payment ”), such Excess Payment shall be deemed for all purposes to be a loan to you made on the date you received the Excess Payment and you shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at the applicable federal rate (as defined in section 1274(d) of the Code) from the date of your receipt of such Excess Payment until the date of such repayment. As a result of the uncertainty in the application of section 4999 of the Code at the time of the determination, it is possible that Payments which will not have been made by the Company should have been made (an “ Underpayment ”), consistent with the calculations required to be made under this Section 3. In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a determination by a court, that an Underpayment has occurred, the Company shall pay an amount equal to such Underpayment to you within ten (10) days of such determination together with interest on such amount at the applicable federal rate from the date such amount would have been paid to you until the date of payment. You shall cooperate, to the extent your expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax or the determination of the Excess Payment.

Noncompetition . In consideration of the covenants and agreements of the Company herein contained, the payments to be made by the Company pursuant to this Agreement, the positions of trust and confidence you occupy and have occupied with the Company and/or its Affiliates and the information of a highly sensitive and confidential nature obtained as a result of such positions, you agree that, from the date of your Separation from Service for any reason, including a Separation from Service initiated by the Company with or without Cause, and for 18 months thereafter, you will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer or director of an entity, or in any other individual or representative capacity, worldwide, engage in any business which is competitive with the business of the Company or any of its Affiliates. You may, however, own stock or the rights to own stock in a company covered by this paragraph that is publicly owned and regularly traded on any national exchange or in the over-the-counter market, so long as the combined value of your holdings of stock and rights to own stock of such company do not exceed the lesser of (i) 1% of the capital stock entitled to vote in the election of directors, or (ii) your W-2 wages from the Company and its Affiliates for the most recent calendar year.

Importance of Customer Relationships . You recognize that the Company’s or its Affiliates’ relationship with the customer or customers you serve, and with other employees, is special and unique, based upon the development and maintenance of good will resulting from the customers’ and other employees’ contacts with employees of the Company and its Affiliates, including you. As a result of your position and customer contacts, you recognize that you will gain valuable information about (i) the Company’s relationship with its customers, their buying habits, special needs, purchasing policies, (ii) the skills, capabilities and other employment-related information about employees of the Company and its Affiliates, 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 the Company and its Affiliates and you recognize that your Separation from Service shall require the Company or its Affiliates to rebuild those customer relationships to retain the customer’s business. You recognize that during a period following your Separation from Service, the Company and its Affiliates are entitled to protection from your using the information and customer and employee relationships with which you have been entrusted by the Company and its Affiliates during your employment.

Nonsolicitation of Customers . You shall not, while employed by the Company or its Affiliates and for a period of 18 months from the date of Separation from Service with the Company and its Affiliates for any reason, including your Separation from Service initiated by the Company with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit, offer or provide services which are the same as or similar to the services the Company or its Affiliates provided or offered while you were employed by the Company to any customer or prospective customer of the Company or its Affiliates (i) with whom you had direct contact in the course of your employment with the Company or about whom you learned confidential information as a result of your employment with the Company or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with the Company or its Affiliates or about whom such person learned confidential information as a result of his or her employment with the Company or its Affiliates.

Nonsolicitation of Employees . You shall not, while employed by the Company or its Affiliates and for a period of two years from the date of your Separation from Service with the Company and its Affiliates for any reason, including your Separation from Service initiated by the Company, with or without Cause, either directly or indirectly solicit, induce or encourage any employee(s) of the Company or its Affiliates to terminate their employment with the Company and its Affiliates or to accept employment with any entity, including but not limited to a competitor, supplier or customer of the Company or its Affiliates, nor shall you cooperate with any others in doing or attempting to do so. As used herein, the term “solicit, induce or encourage” includes, but is not limited to, (a) initiating communications with an employee of the Company or its Affiliates relating to possible employment, (b) offering bonuses or additional compensation to encourage employees of the Company or its Affiliates to terminate their employment with the Company and its Affiliates and accept employment with a competitor, supplier or customer of the Company or its Affiliates, or (c) referring employees of the Company or its Affiliates to personnel or agents employed by competitors, suppliers or customers of the Company or its Affiliates.

Confidential Information . You are prohibited from, at any time during your employment with the Company or its Affiliates or thereafter, disclosing or using any Confidential Information for your benefit or any other person or entity, unless directed or authorized in writing by the Company to do so, until such time as the information becomes generally known to the public other than through disclosure, directly or indirectly, by you. “ Confidential Information ” means information disclosed to or known by you as a consequence of your employment with the Company or its Affiliates, (ii) not generally known to others outside the Company, and (iii) that relates to the Company’s or any of its Affiliate’s marketing, sales, finances, operations, processes, methods, techniques, devices, software programs, projections, strategies and plans, personnel information, industry contacts made during your employment, and customer information, including customer needs, contacts, particular projects, and pricing. These restrictions are in addition to any confidentiality restrictions in any other agreement you may have signed with the Company or any of its Affiliates.

Obligation upon Subsequent Employment . If you accept employment with any future employer during the two-year period following the date of your Separation from Service with the Company and its Affiliates, you will deliver a copy of this Agreement to such employer and advise such employer concerning the existence of your obligations under this Agreement.

Company’s Right to Injunctive Relief . By execution of this Agreement, you acknowledge and agree that the Company and its Affiliates would be damaged irreparably if any provision under this Section 4 were breached by you and money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors or permitted assigns in order to protect its interests, may pursue, in addition to other rights and remedies existing in its favor, an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). With respect to such enforcement, the prevailing party in such litigation shall be entitled to recover from the other party any and all attorneys’ fees, costs and expenses incurred by or on behalf of that party in enforcing or attempting to enforce any provision under this Section 4 or any other rights under this Agreement.

Statutory Rights . You hereby acknowledge and agree that the Company has provided you with written notice that the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), provides an immunity for the disclosure of a trade secret to report a suspected violation of law and/or in an anti-retaliation lawsuit, as follows: (a) an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. In addition, you understand that nothing contained in this Agreement, the General Release, the Separation Agreement or elsewhere limits your ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“ Government Agencies ”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

Acknowledgement of Reasonableness and Severability . You acknowledge and agree that the provisions of this Agreement, including Section 4, are reasonable and valid in geographic, temporal and subject matter scope and in all other respects, and do not impose limitations greater than are necessary to protect the goodwill, Confidential Information and other business interests of the Company and its Affiliates. If any court subsequently determines that any part of this Agreement, including Section 4, is invalid or unenforceable, the remainder of the Agreement shall not be affected and shall be given full effect without regard to the invalid portions. Further, any court invalidating any provision of this Agreement shall have the power to revise the invalidated provisions such that the provision is enforceable to the maximum extent permitted by applicable law.

Non-duplication of Severance Pay . If you become eligible to receive the severance benefits described in Section 1 of this Agreement, you hereby waive any payments under the RR Donnelley Separation Pay Plan and any additional payments under the SLSPP.

Employee Breach . If you breach this Agreement or any other agreement you have signed with the Company or its Affiliates, you forfeit the right to any payments and benefits set forth in this Agreement.

Arbitration . Except for any disputes related to Sections 1, 2 or 3 of this Agreement, which are to be governed by the provisions of the SLSPP, including its Claims and Appeals provisions, any controversy arising out of or relating to this Agreement or the breach of this Agreement that cannot be resolved by you and the Company, including any dispute as to the calculation of any payments hereunder, and the terms of this Agreement, shall be determined by a single arbitrator in Chicago, Illinois, in accordance with the rules of JAMS; provided , however , that either party may seek preliminary injunctive relief to maintain or restore the status quo pending a decision of the arbitrator, and the parties consent to the exclusive jurisdiction of the courts of the State of Illinois or the Federal courts of the United States of America located in the Northern District of Illinois in connection therewith. The decision of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction. The arbitrator may award the party he or she determines has prevailed in the arbitration any legal fees and other fees and expenses that may be incurred in respect of enforcing its respective rights.

Notification of Benefits . To the extent any terms of, or benefits under, this Agreement constitute a change in benefits under any of the benefits plans of the Company or its Affiliates, this Agreement serves as a Summary of Material Modifications to the applicable plan’s summary plan description.

Tax Treatment . All payments and transfers of value made pursuant to this Agreement shall be reduced by applicable tax withholdings.

Governing Law . All disputes arising under or related to this Agreement, except to the extent governed by the Employee Retirement Income Security Act of 1974, as amended, shall at all times be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) and decisions of the State of Illinois as applied to agreements executed in and to be fully performed within that State.

Notice and Execution . This Agreement may be executed in counterparts. Except as otherwise provided by the SLSPP, any notice or request required or permitted to be given hereunder shall be sufficient if in writing and deemed to have been given if delivered personally or sent by certified mail, return receipt requested, to you at the address in the Company’s records, and to the Company at its Corporate Headquarters (Attn: Corporate Secretary).

Entire Agreement . This Agreement shall constitute the entire agreement between the parties with respect to the subject matter contained herein, and fully supersedes any prior agreements or understandings between us, except that any restrictive covenant, confidentiality or intellectual property obligations that Employee has to the Company shall survive and not be superseded, including without limitation, those set forth in the Company’s policies. This Agreement may not be changed or amended orally, but only in writing signed by both parties.

Waiver . The failure of either party hereto to enforce at any time any provision of this Agreement shall not be construed as a waiver of such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

Assignments and Successors . The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon its successors and assigns. Your rights to payments or benefits under this Agreement shall inure to the benefit of and be binding upon your designated primary and/or contingent beneficiaries (as designated in accordance with the terms of the SLSPP), personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees; provided , however , that you may not assign any of your rights and obligations hereunder.

your intentional or unintentional failure to perform your duties with the Company or its Affiliates (other than any such failure resulting from your incapacity due to physical or mental illness);

gross negligence in the performance of your duties with the Company or its Affiliates;

your conviction of, or plea of guilty or nolo contendere to, any felony or a lesser crime or offense which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company or any of its Affiliates;

your engagement in conduct that is demonstrably and materially injurious to the Company or any of its Affiliates, monetarily or otherwise;

your violation of any provision of the Company’s Principles of Ethical Business Conduct or its discrimination policy, harassment policy, or other Company policies;

your engagement or threatened engagement in any action that would constitute a violation of Section 4 of this Agreement;

your act of dishonesty resulting in, or intended to result in, personal gain at the expense of the Company or any of its Affiliates; or

your engaging in any act that harms, is intended to harm, or may be reasonably expected to harm, the reputation, business prospects, or operations of the Company or any of its Affiliates.

individuals who, on the date of this Agreement, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date of this Agreement, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall he deemed to be an Incumbent Director;

any “person” (as such term is defined in section 3(a)(9) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) and as used in sections 13(d)(3) and l4(d)(2) of the Exchange Act is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided , however , that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue or any of the following acquisitions: (A) by the Company or any subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii));

the consummation of a merger, consolidation, statutory share exchange or similar form or corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “ Business Combination ”), unless immediately following such Business Combination:

the closing of a sale of all or substantially all of the Company’s assets, other than to an entity or in a manner where the voting securities immediately prior to such sale represent directly or indirectly after such sale of least 50% of the voting securities of the entity acquiring such assets in approximately the same proportion as prior to such sale; or

the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

a change in your duties or responsibilities (including reporting responsibilities) that taken as a whole represents a material and adverse diminution of your duties, responsibilities or status with the Company (other than a temporary change that results from or relates to your incapacity due to physical or mental illness);

a material reduction by the Company in your then-current annual rate of base salary;

any requirement of the Company that your office be more than 75 miles from your place of residence on the date of this Agreement unless your residence at the time of the relocation is within 75 miles of your new office location; or

any material breach of the Agreement by the Company.