Employment Agreement - The Dun & Bradstreet Corp. and Clifford L. Alexander Jr.
EMPLOYMENT AGREEMENT
This Agreement is made between The Dun & Bradstreet Corporation (the
"Corporation") and Clifford L. Alexander, Jr. (the "Executive"), for mutual
consideration, the receipt and adequacy of which are acknowledged by the
parties, who agree:
1. Position. The Executive is engaged to serve as the Corporation's
Interim Chairman and Chief Executive Officer, effective October 25, 1999.
Executive will have the duties and responsibilities of the Corporation's
Chairman and Chief Executive Officer, as specified in the Corporation's Bylaws,
and as directed by the Corporation's Board of Directors, to whom the Executive
will report. It is understood that among his other duties, Executive will lead
the search for a non-interim Chairman and Chief Executive Officer in full
consultation with the Board of Directors.
2. Compensation and Benefits. Effective October 25, 1999, the salary
of the Executive as Interim Chairman and Chief Executive Officer will be
$125,000 per month, subject to appropriate deductions and withholdings for
taxes. The salary will be payable in installments at least once a month. In
addition, the Corporation will grant Executive options to acquire 100,000
shares of the Corporation's common stock at an exercise price equal to the fair
market value of the shares on November 4, 1999 which is the date of grant of
such options. Such options will be immediately exercisable and will remain
exercisable for a period of 10 years from the date of grant regardless of the
Executive's termination of services to the Corporation during such period. The
options will be issued pursuant to the 1998 Dun & Bradstreet Corporation Key
Employees' Stock Incentive Plan ("Plan"), subject to the specific provisions of
this Agreement. In the event of any conflict between the Plan and this
Agreement, this Agreement will control. In view of the interim nature of the
position, Executive waives coverage and benefits under the Corporation's
benefit plans for executives related to retirement and health insurance.
However, Executive will be an insured under appropriate officers' and
directors' insurance, any other applicable liability policies and any life
insurance and disability insurance policy for which he is eligible. The parties
will consider the appropriateness of an increase in compensation if Executive
continues to serve as Interim Chairman and Chief Executive Officer past
December 31, 1999.
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3. Termination.
A. The Executive will resign his employment under this Agreement
immediately upon the commencement of employment of a non-interim Chairman and
Chief Executive Officer duly selected by the Corporation. In the event
unforeseen circumstances make it necessary for Executive to resign his
employment under this Agreement before a non-interim Chairman and Chief
Executive Officer commences employment, Executive will immediately consult with
the Board and provide as much notice as is possible in the circumstances. In
the event of the Executive's resignation, the Corporation will pay Executive's
salary through the effective date of resignation.
B. The Corporation may terminate Executive's employment under this
Agreement prior to commencement of employment of a non-interim Chairman and
Chief Executive Officer: (i) immediately in the event of the death of the
Executive or in the event of "cause" as defined below, or (ii) thirty days
after the onset of physical or mental disability, confirmed by a professional
medical diagnosis, that prevents the effective performance of the Executive's
duties. "Cause" for purposes of this subsection 3B means conviction of a
felony, fraud, moral turpitude, breach of fiduciary responsibility,
insubordination or intentional dereliction of duty. In the event of termination
under this subsection 3B, the Corporation will pay Executive's salary through
the effective date of termination.
C. The Corporation may terminate Executive's employment under this
Agreement for any other reason prior to commencement of employment of a
non-interim Chairman and Chief Executive Officer by giving the Executive
written notice of termination and continuing to pay Executive his monthly
salary stated in section 2 above for a period of three months following the
effective date of termination.
4. Indemnification. The Corporation indemnifies, holds harmless, and
will defend the Executive against claims arising against the Executive in
connection with the Executive's employment by the Corporation under this
Agreement to the fullest extent permitted by law.
5. Other. Executive may continue his other professional activities and
employment concurrent with his employment under this Agreement, provided that
they do not interfere with his duties under this Agreement.
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6. Entire Agreement. This document contains the entire agreement of
the Corporation and the Executive with respect to the position covered herein.
It may not be changed orally but only by an agreement in writing signed by the
Corporation and the Executive.
CLIFFORD L. ALEXANDER, JR. THE DUN & BRADSTREET
CORPORATION
/s/ Clifford L. Alexander, Jr. Peter J. Ross
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11/12/99 11/11/99
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Date Date
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