Cash Incentive Plan - The Dun & Bradstreet Corp.
THE DUN & BRADSTREET CORPORATION
CASH INCENTIVE PLAN
1. Purpose of the Plan
The purpose of the Plan is to advance the interests of the Company
and its stockholders by providing incentives in the form of periodic cash bonus
awards to certain management employees of the Company and its Subsidiaries,
thereby motivating such employees to attain performance goals articulated under
the Plan.
2. Definitions
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any
success thereto.
(b) Award: A periodic cash bonus award granted pursuant to the Plan.
(c) Beneficial Owner: As such term is defined in Rule 13d-3 under
the Act (or any successor rule thereto).
(d) Board: The Board of Directors of the Company.
(e) Change in Control: The occurrence of any of the following
events:
(i) any "Person" as such term is used in Section 13(d) and
14(d) of the Act (other than the Company, any trustee or other
fiduciary holding securities under an indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), becomes the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the
Company's then outstanding securities;
(ii) during any period of twenty-four months (not including
any period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new director
(other than (A) a director nominated by a Person who has entered
into an agreement with the Company to effect a transaction described
in Sections 2(e)(i), (iii) or (iv) of the Plan, (B) a director
nominated by any Person (including the Company) who publicly
announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy
contest) which if consummated would constitute a Change in Control
or (C) a director designated by any Person who is the Beneficial
Owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the
Company's securities) whose election
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by the Board or nomination for election by the Company's
stockholders was approved in advance by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation (A) which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation and (B) after which no Person would hold 20%
or more of the combined voting power of the then outstanding
securities of the Company or such surviving entity; or
(iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
(f) Code: The internal Revenue Code of 1986, as amended, or any
successor thereto.
(g) Committee: The Compensation and Benefits Committee of the Board,
or any successor thereto or any other committee designated by the Board to
assume the obligations of the Committee hereunder.
(h) Company: The New Dun & Bradstreet Corporation, a Delaware
corporation to be renamed "The Dun & Bradstreet Corporation" on the Effective
Date.
(i) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 13 of the Plan.
(j) Participant: An employee of the Company or any of its
Subsidiaries who is selected by the Committee to participate in the Plan
pursuant to Section 4 of the Plan.
(k) Performance Period: The calendar year or any other period that
the Committee, in its sole discretion, may determine.
(l) Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act or any successor sections thereto.
(m) Plan: The Dun & Bradstreet Corporation Cash Incentive Plan.
(n) Shares: Shares of common stock, par value $0.01 per Share, of
the Company.
(o) Spinoff Date: The date on which the Shares are distributed to
the
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shareholders.
(p) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
3. Administration
The Plan shall be administered by the Committee or such other
persons designated by the Board. The Committee shall have the authority to
select the employees to be granted Awards under the Plan, to determine the size
and terms of an Award (subject to the limitations imposed on Awards in Section 5
below), to modify the terms of any Award that has been granted, to determine the
time when Awards will be made and the Performance Period to which they relate,
to establish performance objectives in respect of such Performance Periods and
to determine whether such performance objectives were attained. The Committee is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan; provided,
however, that any action permitted to be taken by the Committee may be taken by
the Board, in its discretion. The Committee may correct any defect or omission
or reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned. Determinations made by the Committee under the
Plan need not be uniform and may be made selectively among Participants, whether
or not such Participants are similarly situated. The Committee shall have the
right to deduct from any payment made under the Plan any federal, state, local
or foreign income or other taxes required by law to be withheld with respect to
such payment. The Committee may delegate to one or more employees of the Company
or any of its Subsidiaries the authority to take actions on its behalf pursuant
to the Plan.
4. Eligibility and Participation
The Committee shall designate, from employees recommended by Company
management, those persons who shall be Participants for each Performance Period.
Participants shall be selected from among the employees of the Company and any
of its Subsidiaries who are in a position to have a material impact on the
results of the operations of the Company or of one or more of its Subsidiaries.
The designation of Participants may be made individually or by groups or
classifications of employees, as the Committee deems appropriate.
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5. Awards
(a) Performance Goals. A Participant's Award shall be determined
based on the attainment of written performance goals recommended by the Chief
Executive Officer and approved by the Committee for a Performance Period
established by the Committee. The performance goals shall be based on criteria
which may or may not be objective. Objective criteria include, but are not
limited to, the following: (i) earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (ii) net
income; (iii) operating income; (iv) earnings per Share; (v) book value per
Share; (vi) return on stockholders' equity; (vii) expense management; (viii)
return on investment before or after the cost of capital; (iv) improvements in
capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital (xviii) return on assets; (xix) economic value added;
(xx) customer satisfaction; (xxi) changes in net assets (whether or not
multiplied by a constant percentage intended to represent the cost of capital)
and (xxii) employee satisfaction. The foregoing criteria may relate to the
Company, one or more of its Subsidiaries or one or more of its divisions, units,
partnerships, joint ventures or minority investments, product lines or products
or any combination of the foregoing, and may be applied on an absolute basis
and/or be relative to one or more peer group companies of indices, or any
combination thereof, all as the Committee shall determine. In addition, the
performance goals may be calculated without regard to extraordinary items.
(b) Payment. The amount of the Award actually paid to a given
Participant may be less or more than the amount determined by the applicable
performance goal formula, at the discretion of the Chief Executive Officer. The
amount of the Award determined by the Committee for a Performance Period shall
be paid to the participant at such time as determined by the Committee in its
sole discretion after the end of such Performance Period.
(c) Termination of Employment. If a Participant dies, retires, is
assigned to a different position or is granted a leave of absence, or if the
Participant's employment is otherwise t terminated (except with cause by the
Company, as determined by the Committee in its sole discretion) during a
Performance Period, a pro rata share of the Participant's award based on the
period of actual participation may, at the Committee's or the Chief Executive
Officer's discretion, be paid to the Participant after the end of the
Performance Period if it would have become earned and payable had the
Participant's employment status not changed.
6. Amendments or Termination
The Board or the Committee may amend, alter or discontinue the Plan,
but no amendment, alteration or discontinuation shall be made which would impair
any of the rights or obligations under any Award theretofore granted to a
Participant under the Plan without such Participant's consent; provided,
however, that the Board or the Committee may amend the Plan in such manner as it
deems necessary to permit the granting of Awards meeting the requirements of the
Code or other applicable laws. Notwithstanding anything to the contrary herein,
the Board may not amend, alter or discontinue the provisions relating to Section
10(b)(ii) of the Plan after the occurrence of a Change in Control.
7. No Right to Employment
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Neither the Plan nor any action taken hereunder shall be construed
as giving any Participant or other person any right to continue to be employed
by or perform services for the Company or any Subsidiary, and the right to
terminate the employment of or performance of services by any Participant at any
time and for any reason is specifically reserved to the Company and its
Subsidiaries.
8. Nontransferability of Awards
An award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution.
9. Reduction of Awards
Notwithstanding anything to the contrary herein, the Committee or
the Chief Executive Officer, in its, his or her sole discretion (but subject to
applicable law), may reduce any amounts payable to any Participant hereunder in
order to satisfy any liabilities owed to the Company or any of its Subsidiaries
by the Participant.
10. Adjustments Upon Certain Events
(a) Generally. In the event of any change in the outstanding Shares
by reason of any Share dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of Shares or other
corporate exchange, or any distribution to stockholders of Shares other than
regular cash dividends, the Committee in its sole discretion and without
liability to any person may make such substitution or adjustment, if any, as it
deems to be equitable, as to any affected terms of outstanding Awards.
(b) Change in Control. In the event that (i) a Participant's
employment is actually or constructively terminated during a given Performance
Period (the "Affected Performance Period") and (ii) a Change in Control shall
have occurred within the 365 days immediately preceding the date of such
termination, then such Participant shall receive, promptly after the date of
such termination, an Award for the Affected Performance Period as if the
performance goals for such Performance Period had been achieved at 100%.
11. Miscellaneous Provisions
The Company is the sponsor and legal obligor under the Plan and
shall make all payments hereunder, other than any payments to be made by any of
the Subsidiaries (in which case payment shall be made by such Subsidiary, as
appropriate). The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to ensure the payment
of any amounts under the Plan, and the Participants' rights to the payment
hereunder shall be no greater than the rights of the Company's (or Subsidiary's)
unsecured creditors. All expenses involved in administering the Plan shall be
borne by the Company.
12. Choice of Law
The Plan shall be governed by and construed in accordance with the
laws of the
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State of Delaware applicable to contracts made and to be performed in the State
of Delaware.
13. Effectiveness of the Plan
The Plan shall be effective as of the Spinoff Date.