Covered Employee Cash Incentive Plan - The Dun & Bradstreet Corp.
THE DUN & BRADSTREET CORPORATION
COVERED EMPLOYEE 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
successor 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 employee benefit plan of the
Company, or any company owned, directly or 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
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more of the combined voting power of the Company's securities) whose
election 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) Covered Employee: An employee who is, or who is anticipated to
become, a covered employee, as such term is defined in Section 162(m) of the
Code (or any successor section thereto).
(j) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 13 of the Plan.
(k) Participant: A Covered 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.
(l) Performance Period: The calendar year or any other period that
the Committee, in its sole discretion, may determine.
(m) Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act or any successor sections thereto.
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(n) Plan: The Dun & Bradstreet Corporation Covered Employee Cash
Incentive Plan.
(o) Shares: Shares of common stock, par value $0.01 per Share, of
the Company.
(p) Spinoff Date: The date on which the Shares are distributed to
the shareholders.
(q) 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 may delegate its duties and
powers in whole or in part to any subcommittee thereof consisting solely of at
least two-individuals who are each "non-employee directors" within the meaning
of Rule 16b-3 of the Act (or any successor rule thereto) and "outside directors"
within the meaning of Section 162(m) of the Code (or any successor section
thereto). The Committee shall have the authority to select the Covered 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 (except for any modification that would
increase the amount of the Award), 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 certify that such
performance objectives were attained; provided, however, that any such action
shall be consistent with the applicable provisions of Section 162(m) of the
Code. 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. To the extent consistent with the
applicable provisions of Sections 162(m) of the Code, 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.
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4. Eligibility and Participation
The Committee shall designate those persons who shall be
Participants for each Performance Period. Participants shall be selected from
among the Covered 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.
5. Awards
(a) Performance Goals. A Participant's Award shall be determined
based on the attainment of written performance goals approved by the Committee
for a Performance Period established by the Committee (i) while the outcome for
the Performance Period is substantially uncertain and (ii) no more than 90 days
after the commencement of the Performance Period to which the performance goal
relates or, if less than 90 days, the number of days which is equal to 25
percent of the relevant Performance Period. The performance goals, which must be
objective, shall be based upon one or more or the following criteria: (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) changes in net assets
(whether or not multiplied by a constant percentage intended to represent the
cost of capital) and (xix) return on assets. 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, to the
degree consistent with Section 162(m) of the Code (or any successor section
thereto), the performance goals may be calculated without regard to
extraordinary items. The maximum amount of an Award to any Participant with
respect to a fiscal year of the Company shall be $3,000,000.
(b) Payment. The Committee shall determine whether, with respect to
a Performance Period, the applicable performance goals have been met with
respect to a given Participant and, if they have, to so certify and ascertain
the amount of the applicable Award. No Awards will be paid for such Performance
Period until such certification is made by the Committee. The amount of the
Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula (including zero), at the
discretion of the Committee. 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) Compliance with Section 162(m) of the Code. The provisions of
this Section 5 shall be administered and interpreted in accordance with Section
162(m) of the Code to ensure the deductibility by the Company or its
Subsidiaries of the payment of Awards; provided, however, that the Committee
may, in its sole discretion, administer the Plan in violation of Section 162(m)
of the Code.
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(d) Termination of Employment. If a Participant dies, retires, is
assigned to a different position, is granted a leave of absence, or if the
Participant's employment is otherwise terminated (except with cause by the
Company, as determined by the Committee in its sole discretion) during a
Performance Period (other than a Performance Period in which a Change in Control
occurs), a pro rata share of the Participant's award based on the period of
actual participation shall 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; provided, however, that the amount
of the Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula (including zero), at the
discretion of the Committee.
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 of 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) of the Plan after the occurrence of a Change in Control.
7. No Right to Employment
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, in
its 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
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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 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.