Form of Change in Control Agreement

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.