DONNELLEY FINANCIAL SOLUTIONS, INC.
PERFORMANCE CASH AWARD (2016 PIP)(adopted on March 2, 2020)
This Performance Cash Award (Award) is granted as of XXXX (the Grant Date), by Donnelley Financial Solutions, Inc. (the Company) to XXXX (Grantee).
1. Grant of Award. This Award is granted as an incentive for Grantee to remain an employee of the Company and share in the future success of the Company. The Company hereby awards a performance cash award to Grantee with a target value of $XXXX (the Performance Cash) (which shall represent target achievement of the Performance Condition (as defined below)), subject to the restrictions and on the terms and conditions set forth herein. This Award is made pursuant to the provisions of the Donnelley Financial Solutions 2016 Amended and Restated Performance Incentive Plan, as amended (2016 PIP). Capitalized terms not defined herein shall have the meanings specified in the 2016 PIP. Grantee shall indicate acceptance of this Award by signing and returning a copy hereof.
2. Determination of Achievement; Distribution of Award.
(a) The amount of Performance Cash payable in respect of the Performance Cash Award will be determined according to the attainment of the performance condition or conditions as established by the Committee and set forth on Exhibit A hereto (each, a Performance Condition) for the applicable performance period (the Performance Period) as established by the Committee and set forth on Exhibit A. The Committee shall determine and certify the attainment of each Performance Condition after the applicable Performance Period.
(b) Any payment with respect to this Award shall be made to Grantee as soon as practicable following the determination of the achievement of the Performance Condition as described in (a) above, but no later than 60 days thereafter. Distribution of this Award will be made in cash.
3. Treatment upon Separation or Termination.
(a) Notwithstanding any other agreement with Grantee to the contrary, if Grantees 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 Grantees disability), a pro rata portion of any unvested Performance Cash shall vest and become payable, based the on attainment of each Performance Condition at target performance level with respect to each open Performance Period.
(b) Subject to paragraph 4 below and the terms and conditions of any employment agreement between Grantee and the Company, if Grantees employment terminates for any reason other than as set forth above, any unvested Performance Cash shall be forfeited.