Nonfunded Deferred Compensation Plan for Non-Employee Directors - The Dun & Bradstreet Corp.
THE DUN & BRADSTREET CORPORATION
NONFUNDED DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Directors who are not employees of the Company, or any of its subsidiaries
("Non-Employee Directors") may elect on or before December 31 of any year to
have payment of all or a specified part of all fees payable to them for their
services as Directors (including fees payable to them for services as members of
a committee of the Board) during the calendar year following such election and
succeeding calendar years deferred until they cease to be Directors of the
Company. Any person, not an employee, who shall become a Director during any
calendar year, and who was not a Director of the Company on the preceding
December 31, may elect, within 30 days of the date on which his or her term as a
Director begins, to have payment of all or a specified part of such fees for the
remainder of such calendar year and for succeeding calendar years so deferred.
Any such election shall be made by written notice delivered to the Secretary of
the Company. The "Company" means The New Dun & Bradstreet Corporation, to be
renamed "The Dun & Bradstreet Corporation" after the shares of the New Dun &
Bradstreet Corporation are distributed as a dividend to the shareholders of The
Dun & Bradstreet Corporation ("D&B") (the "Spinoff").
2. All deferred fees shall be held in the general funds of the Company, shall be
credited to the Director's account and shall be deemed to have been invested in
one or more of the funds (as set forth on the Deferred Compensation Election
Form attached hereto as Exhibit A) in the Addendum to the Company's Profit
Participation Plan (or successor plan) (the "Employee Plan") as such Director
shall have most recently elected. Such election shall be made on a Deferred
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Compensation Election Form filed with the Secretary of the Company. The
Director's account shall be credited with deferred fees and with the investment
performance of the respective funds in which the account is invested on the same
basis and in the same manner as is applicable to employees participating in the
Employee Plan. Directors may elect to have deferred amounts held and invested in
one or more of the funds in multiples of 10%, except that no Director may elect
to have more than 50% of his or her account invested in the Dun & Bradstreet
Common Stock Fund. Subject to the foregoing investment limitation in the Dun &
Bradstreet Common Stock Fund and to the limitation on multiples of 10%, each
Director may, at any time, make a revised investment election applicable to
amounts deferred, or elect to have the amount credited to his or her account
reallocated among the investment funds, such revised election or reallocation to
be effective from and after the first day of the month following receipt of a
Deferred Compensation Election Form by the Secretary of the Company. In the
event a Director fails to make an investment election, his or her entire account
shall be credited to the Special Fixed Income Fund.
3. With respect to each Non-Employee Director who was a non-employee director of
The Dun & Bradstreet Corporation prior to the Spinoff, each such Director's
account shall be credited with the balance in the Director's account as of the
effective date of the Spinoff under The Dun & Bradstreet Corporation Nonfunded
Deferred Compensation Plan for Non-Employee Directors, as amended effective July
16, 1997 ("Prior Plan"), giving effect to the funds such account was invested in
under the Prior Plan; provided, however, that with respect to amounts deemed to
be invested in the Dun & Bradstreet Common Stock Fund under the Prior Plan (the
"D&B Fund"), each Director shall have an amount of Company stock credited to the
Dun & Bradstreet Common Stock Fund under the Plan equal to (i) the number of
shares of Company stock such Director
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would have received pursuant to the Spinoff if such Director owned the D&B stock
credited to the D&B Fund plus (ii) the number of deemed shares of D&B stock such
Director held under the D&B Fund multiplied by a fraction, the numerator of
which equals the average of high and low trading prices of a share of R.H.
Donnelley Corporation common stock for the five trading days starting on the
ex-dividend date, and the denominator of which equals the average of high and
low trading prices of a share of Company common stock for the five trading days
starting on the regular way trading date.
4. The aggregate balance in the Director's account, giving effect to the
investment performance of the fund(s) to which deferred fees were credited,
shall be paid to the Director in five or ten annual installments or in a lump
sum, as the Director shall elect in the notice referred to in Paragraph 1 above.
The first installment (or lump sum payment if the Director so elects) shall be
paid on the tenth day of the calendar year immediately following the calendar
year in which the Director ceases to be a Director of the Company, and
subsequent installments shall be made on the tenth day of each succeeding
calendar year until the entire amount credited to the Director's account shall
have been paid. The amount of each installment shall be determined by
multiplying the balance credited to the Director's account as of the December 31
immediately preceding the installment payment date by a fraction, the numerator
of which shall be one and the denominator of which shall be the number of
installment payments over which payment of such amount is to be made, less the
number of installments theretofore made. Thus, if payment is to be made in ten
installments, the fraction for the first installment shall be 1/10th, for the
second installment 1/9th, and so on.
5. If a Director should die before full payment of all amounts credited to the
Director's
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account, the full amount credited to the account as of December 31 of the year
of the Director's death shall be paid on the tenth day of the calendar year
following the year of death to the Director's estate or to such beneficiary or
beneficiaries as previously designated by the Director in a written notice
delivered to the Secretary of the Company.
6. A Director's election to defer compensation shall continue until a Director
ceases to be a Director or until the Director changes or terminates such
election by written notice delivered to the Secretary of the Company. Any such
notice of change or termination shall become effective as of the end of the
calendar year in which such notice is given. Amounts credited to the account of
a Director prior to the effective date of such change or termination shall not
be affected thereby and shall be paid to the Director only in accordance with
paragraph 3 (or Paragraph 4 in the event of death) above.
7. The right of a Director to any deferred fees and/or the interest thereon
shall not be subject to assignment by the Director. If a Director does make an
assignment of any deferred fees and/or the interest thereon, the Company may
disregard such assignment and discharge its obligation hereunder by making
payment as though no such assignment has been made.
8. If there is a "Change in Control" of the Company, as defined in Paragraph 9:
a) The total amount to the credit of each Director's account under
the Plan shall be paid to the Director in a lump sum within 30 days from
the date of such Change in Control; provided, however, if such payment is
not made within such 30-day period, the amount to the credit of the
Director's account shall be credited with interest from the date of such
Change in Control until the actual payment date at an annual rate equal to
the yield on 90-day U.S. Treasury Bills plus one percentage point. For
this purpose the yield on U.S. Treasury Bills shall be the rate published
in The Wall Street Journal on the first business day of the calendar month
in which the Change in Control occurred.
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b) The total amount credited to each Director's account under the
Plan from the date of the Change in Control until the date the Director
ceases to be a Director shall be paid to the Director in a lump sum within
30 days from the date the Director ceases to be a Director.
c) If a Director elects to change or terminate an election with
respect to the deferral of fees by written notice delivered to the
Secretary of the Company, and such notice is given during the calendar
year in which a Change in Control occurs and on or before the date of the
Change in Control, the change or termination of election shall become
effective as of the date of the Change in Control. If such notice is given
subsequent to the date of the Change in Control, it shall become effective
as of the end of the calendar year in which the notice is given.
9. A "Change in Control" of the Company shall mean the occurrence of any of the
following events:
a) any "Person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any corporation owned,
directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), is or becomes the "Beneficial Owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Company's then outstanding securities;
b) during any period of twenty-four months (not including any period
prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new Director (other
than (1) a Director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause
(a), (c) or (d) of this Section, (2) a Director designated 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 (3) 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 by the Board or nomination for election by the
Company's shareholders was approved 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;
c) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or
consolidation (1) which would result in the voting securities of the
Company outstanding immediately prior
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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 (2) 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
d) the shareholders 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.
10. Notwithstanding any provision herein to the contrary, amounts payable under
this Plan shall not be funded and shall be made out of the general funds of the
Company; provided, however, that the Company reserves the right to establish one
or more trusts to provide alternate sources of benefit payments under this Plan;
provided, further, however, that upon the occurrence of a "Potential Change in
Control" of the Company, as defined below, the appropriate officers of the
Company are authorized to make transfers to such a trust fund, established as an
alternate source of benefits payable under the Plan, as are necessary to fund
the lump sum payments to Directors required pursuant to Paragraph 8 of this Plan
in the event of a Change in Control of the Company; provided, further, however,
that if payments are made from such trust fund, such payments will satisfy the
Company's obligations under this Plan to the extent made from such trust fund.
For the purposes of this Plan, "Potential Change in Control" means:
a) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control of the Company;
b) any person (including the Company) publicly announces an
intention to take or to consider taking actions which if consummated would
constitute a Change in Control of the Company;
c) any person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company (or a company
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership
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of stock of the Company), who is or becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 9.5% or more of
the combined voting power of the Company's then outstanding securities,
increases such person's beneficial ownership of such securities by 5% or
more over the percentage so owned by such person; or
d) the Board of Directors of the Company adopts a resolution to the
effect that, for purposes of this Plan, a Potential Change in Control of
the Company has occurred.
11. The Compensation and Benefits Committee of the Board (the "Committee") shall
be responsible for the administration of the Plan and may delegate to any
management committee, employee, Director or agent its responsibility to perform
any act hereunder, including without limitation those matters involving the
exercise of discretion, provided that such delegation shall be subject to
revocation at any time at its discretion. The Committee shall have full
authority to interpret the provisions of the Plan and construe all of its terms,
to adopt, amend and rescind rules and regulations for the administration of the
Plan, and generally to conduct and administer the Plan and to make all
determinations in connection with the Plan as may be necessary or advisable,
other than those determinations delegated to management employees or independent
third parties by the Board. All of its rules, interpretations and decisions
shall be applied in a uniform manner to all Directors similarly situated and
decisions of the Committee shall be conclusive and binding on all persons. Any
action permitted to be taken by the Committee may be taken by the Board of
Directors, in its discretion.
12. Neither participation in the Plan nor any action under the Plan shall be
construed to give any Director a right to be retained in the service of the
Company.
13. The Plan may be modified, amended or revoked at any time by the Board of
Directors of
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the Company.
14. 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.