Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) On June 22, 2020, the Human Resources Committee (the "Committee") of the Board of Directors of LSC Communications, Inc. (the "Company") approved the adoption of the LSC Communications, Inc. Key Employee Incentive Plan (the "KEIP"). The Company was authorized to adopt the KEIP by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") on June 2, 2020. The KEIP is designed to incentivize seven senior executives of LSC (including the Company's Chief Executive and other named executive officers) as the Company and its debtor subsidiaries (the "Debtors") seek successful emergence from chapter 11. The KEIP provides a total target award opportunity of approximately $6 million, payable as described below.

Under the KEIP, each individual who executes a KEIP award letter is eligible to earn cash incentives based on achievement of operational and asset sale performance targets. The Company's named executive officers have the potential to receive target awards under the KEIP, as approved by the Committee, as follows: (i) $1,558,571 for each of Thomas J. Quinlan III, the Company's Chairman, Chief Executive Officer and President, Andrew B. Coxhead, the Company's Chief Financial Officer and Treasurer, and Suzanne S. Bettman, the Company's Chief Administrative Officer and General Counsel; and (ii) $102,857 for Sarah L. Hoxie, the Company's Controller. Operational incentives will vest on June 30, 2020, September 30, 2020, December 31, 2020 and on the date of the Debtors' Successful Reorganization (as defined in the KEIP), subject to the level of achievement of operational incentive goals based on EBITDA, cost savings and plant consolidation and timing of chapter 11 plan approval date. Operational incentive performance will be measured for each vesting period as well as on a cumulative basis and a "catch-up" payment will be payable to the extent operational achievement meets or exceeds the cumulative performance goals. Asset sale incentives will be payable upon the closing of an applicable asset sale and will be offset by the amount of any operational incentives already paid prior to the applicable asset sale closing date.

If a KEIP participant voluntarily terminates his or her employment or is terminated by the Company for Cause (as defined in the KEIP), then any remaining unpaid portion of the KEIP award will be forfeited. If a KEIP participant's employment is terminated without Cause, for Good Reason (as defined in the KEIP) or upon his or her death or disability during an operational incentive vesting period, such participant is eligible to earn a prorated KEIP operational incentive award for the portion of such vesting period prior to and including his or her termination date.

The foregoing description of the KEIP is a summary and is qualified in its entirety by reference to the full text of the KEIP and the form of KEIP award letter, which are filed as Exhibits 10.1 and 10.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits





Exhibit
 Number     Description


  10.1        LSC Communications, Inc. Key Employee Incentive Plan
  10.2        Form of KEIP Award Letter
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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