Employment Offer Letter dated October 25, 2017 between R.R. Donnelley & Sons Company and Michael J. Sharp

Base Salary: Base salary at a semi-monthly rate of $13,541.67 (USD) payable in accordance with Company standard payroll practices.

Bonus: Participation in our Annual Incentive Plan (“AIP”) plan according to its terms, as amended from time to time at the sole discretion of the Company.  Your target bonus will be 50% of your base salary if all Company, Business Unit and individual performance targets are met.

Equity:  You will be eligible to receive equity grants at amounts that are similar to other employees at your level in the organization.  We expect equity grants to average 85% of base salary.  Your first eligibility for an annual LTI grant will be Q1 2018 when grants are made to all eligible employees in the organization.

Benefits:

Vacation: In accordance with Company vacation policy, you will be eligible for 20 days of 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 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 these plans and programs at any time.

Employment Relationship: It is agreed and understood that your employment with the Company is to be at will, which means that either you or Company may terminate the employment relationship at any time, with or without cause, and with or without notice to the other.  You have read and understand this paragraph in making the decision to leave the employment of your present employer and to forego other job opportunities, if applicable.

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.

An e-mail from our partner, Orange Tree Employment Screening, will be sent to you with drug testing information.  Within the body of the e-mail, you will find information on the clinic where you are to complete your test.  There will be a confirmation number in the body of the e-mail and an attached electronic donor registration form.  Please bring either the confirmation number or the attached form to the clinic.  This information is what will allow you to submit to the drug test.  The drug test form does expire, so you must submit to a test prior to the expiration date listed in the e-mail.  You must bring a photo ID with you to the clinic to submit to a drug screen.

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 SilkRoad Onboarding electronic on-boarding system. You will be receiving a welcome email from the SilkRoad SilkRoad Onboarding on-boarding site, please keep that email as it will have your userid 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.