Common use of Code Sections 162(m)/409A Clause in Contracts

Code Sections 162(m)/409A. Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, Performance Share Units, outstanding long-term incentive awards and annual incentive awards as described herein), (i) to the extent that any Performance Share Units, long-term and annual incentive awards or other compensation awarded to LSC Employees and Donnelley Financial Employees that is intended to qualify as “performance based compensation” (within the meaning of Section 162(m) of the Code) requires certification of the level of achievement of the applicable performance goals by the Human Resources Committee of the RRD Board (the “HR Committee”) in order to so qualify, the HR Committee shall make such certification in accordance with Section 162(m) of the Code, and (ii) the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (A) a federal income Tax deduction for the payment of any such Performance Share Units, long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (B) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a Tax under Section 409A of the Code.

Code Sections 162(m)/409A. Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, Performance Share Units, outstanding long-term incentive awards and annual incentive awards as described herein), (i) to the extent that any Performance Share Units, long-term and annual incentive awards or other compensation awarded to LSC Employees and Donnelley Financial Employees that is intended to qualify as “performance based compensation” (within the meaning of Section 162(m) of the Code) requires certification of the level of achievement of the applicable performance goals by the Human Resources Committee of the RRD Board of Directors (the “HR Committee”) in order to so qualify, the HR Committee shall make such certification in accordance with Section 162(m) of the Code, and (ii) the Parties agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that (A) a federal income Tax deduction for the payment of any such Performance Share Units, long-term incentive award, annual incentive award or other compensation is not limited by reason of Section 162(m) of the Code, and (B) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a Tax under Section 409A of the Code.