1998 Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan - The Dun & Bradstreet Corp.
1998 DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
1. Purpose of the Plan
The purpose of the Plan is to aid the Company in attracting,
retaining and compensating non-employee directors and to enable them to increase
their ownership of Shares. The Plan will be beneficial to the Company and its
stockholders since it will allow non-employee directors of the Board to have a
greater personal financial stake in the Company through the ownership of Shares,
in addition to underscoring their common interest with stockholders in
increasing the value of the Shares on a long-term basis.
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: An Option, Share of Restricted Stock or Performance Share
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 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.
(ii) during any period of twenty-four months (not including
any period prior to the execution of this Agreement), individuals
who at the beginning
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of such period constitute the Board, and any new Director (other
than 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, 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 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.
(iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
a merger or consolidation 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 after which no Person holds 20% or more
of the combined voting power of the then outstanding securities of
the Company or such surviving entity; or
(iv) 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.
(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 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" after the Spinoff
Date.
(i) D&B: The Dun & Bradstreet Corporation, a Delaware corporation.
(j) Disability: Inability to continue to serve as a non-employee
director of the Board due to a medically determinable physical or mental
impairment which constitutes a permanent and total disability, as determined by
the Committee (excluding any member thereof whose own Disability is at issue in
a given case) based upon such evidence as it deems necessary and appropriate. A
Participant shall not be considered disabled unless he or she furnishes such
medical or other evidence of the existence of the Disability as the Committee,
in its sole
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discretion, may require.
(k) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 14 of the Plan.
(l) Fair Market Value: On a given date, the arithmetic mean of the
high and low prices of the Shares as reported on such date on the Composite Tape
of the principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly
quoted), or, if there is no market on which the Shares are regularly quoted, the
Fair Market Value shall be the value established by the Committee in good faith.
If no sale of Shares shall have been reported on such Composite Tape or such
national securities exchange on such date or quoted on the National Association
of Securities Dealers Automated Quotation System on such date, then the
immediately preceding date on which sales of the Shares have been so reported or
quoted shall be used.
(m) Option: A stock option granted pursuant to Section 6 of the
Plan.
(n) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(b) of the Plan.
(o) Participant: Any director of the Company who is not an employee
of the Company or any Subsidiary of the Company as of the date that an Award is
granted.
(p) Performance Period: The calendar year or such other period of
time as shall be designated by the Committee from time to time.
(q) Performance Share: A periodic bonus award, payable in
unrestricted Shares, granted pursuant to Section 8(a) of the Plan.
(r) Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto).
(s) Plan: The 1998 Dun & Bradstreet Corporation Non-Employee
Directors' Stock Incentive Plan.
(t) Restricted Stock: A Share of restricted stock granted pursuant
to Section 7 of the Plan.
(u) Retirement: Termination of service with the Company after such
Participant has attained age 70, regardless of the length of such Participant's
service; or, with the prior written consent of the Committee (excluding any
member thereof whose own Retirement is at issue in a given case), termination of
service at an earlier age after the Participant has completed six or more years
of service with the Company.
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(v) Shares: Shares of common stock, par value $0.01 per share, of
the Company.
(w) Spinoff Date: The date on which the Shares that are owned by D&B
are distributed to the holders of record of shares of D&B.
(x) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
3. Shares Subject to the Plan
The total number of Shares which may be issued under the Plan is
200,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Awards shall reduce the total number of Shares
available under the Plan. Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.
4. Administration
The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two "non-employee directors" within the meaning of Rule 16b-3
under the Act (or any successor rule thereto); provided, however, that any
action permitted to be taken by the Committee may be taken by the Board, in its
discretion. 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. 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 (including, but not limited to, Participants
and their beneficiaries or successors).
5. Eligibility
All Participants shall be eligible to participate under this Plan.
6. Terms and Conditions of Options
Options granted under the Plan shall be non-qualified stock options
for federal income tax purposes, as evidenced by the related Option agreements,
and shall be subject to the foregoing and the following terms and conditions and
to such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:
(a) Grants. A Participant may receive, on such dates as determined
by the
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Committee in its sole discretion, grants consisting of such number of Options as
determined by the Committee in its sole discretion.
(b) Option Price. The Option Price per Share shall be determined by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Shares on the date an Option is granted.
(c) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.
(d) Exercise of Options. Except as otherwise provided in the Plan or
in a related Option agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. For purposes
of Section 6 of the Plan, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence. The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant (i) in cash, (ii) in Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee, (iii)
partly in cash and partly in such Shares or (iv) through the delivery of
irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the occurrence of the exercise
date (determined as set forth above) and, if applicable, the satisfaction of any
other conditions imposed by the Committee pursuant to the Plan.
(e) Exercisability Upon Termination of Service by Death. If a
Participant's service with the Company and its Subsidiaries terminates by reason
of death after the first anniversary of the date on which an Option is granted,
the unexercised portion of such Option shall immediately vest in full and may
thereafter be exercised during the shorter of the remaining term of the Option
or five years after the date of death.
(f) Exercisability Upon Termination of Service by Disability or
Retirement. If a Participant's service with the Company and its Subsidiaries
terminates by reason of Disability or Retirement after the first anniversary of
the date on which an Option is granted, the unexercised portion of such Option
may thereafter be exercised during the shorter of the remaining term of the
Option or five years after the date of such termination of service; provided,
however, that if a Participant dies within a period of five years after such
termination of service, the unexercised portion of the Option shall immediately
vest in full and may thereafter be exercised, during the shorter of the
remaining term of the Option or the period that is the longer of five years
after the Date of such termination of service or one year after the date of
death.
(g) Effect of Other Termination of Service. If a Participant's
service with the Company and its Subsidiaries terminates by reason of Disability
or Retirement prior to the first anniversary of the date on which an Option is
granted (as described above), then, a pro rata portion of such Option shall
immediately vest in full and may be exercised thereafter, during the shorter of
(A) the remaining term of such Option or (B) five years after the date of such
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termination of service, for a prorated number of Shares (rounded down to the
nearest whole number of Shares), equal to (i) the number of Shares subject to
such Option multiplied by (ii) a fraction the numerator of which is the number
of days the Participant served on the Board subsequent to the date on which such
Option was granted and the denominator of which is 365. The portion of such
Option which is not so exercisable shall terminate as of the date of Disability
or Retirement. If a Participant's service with the Company and its Subsidiaries
terminates for any other reason prior to the first anniversary of the date on
which an Option is granted, such Option shall thereupon terminate. If a
Participant's service with the Company and its Subsidiaries terminates for any
reason other than death, Disability or Retirement after the first anniversary of
the date on which an Option is granted, the unexercised portion of such Option
shall thereupon terminate.
(h) Nontransferability of Stock Options. Except as otherwise
provided in this Section 6(h), a stock option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and distribution and
during the lifetime of an optionee an option shall be exercisable only by the
optionee. An option exercisable after the death of an optionee or a transferee
pursuant to the following sentence may be exercised by the legatees, personal
representatives or distributees of the optionee or such transferee. The
Committee may, in its discretion, authorize all or a portion of the options
previously granted or to be granted to an optionee to be on terms which permit
irrevocable transfer for no consideration by such optionee to any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the optionee, trusts for the
exclusive benefit of these persons, and any other entity owned solely by these
persons ("Eligible Transferees"), provided that (x) the stock option agreement
pursuant to which such options are granted must be approved by the Committee,
and must expressly provide for transferability in a manner consistent with this
Section and (y) subsequent transfers of transferred options shall be prohibited
except those in accordance with the first sentence of this Section 6(h). The
Committee may, in its discretion, amend the definition of Eligible Transferees
to conform to the coverage rules of Form S-8 under the Securities Act of 1933 or
any comparable Form from time to time in effect. Following transfer, any such
options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The events of termination of service
of Sections 6(e), 6(f) and 6(g) hereof shall continue to be applied with respect
to the original optionee, following which the options shall be exercisable by
the transferee only to the extent, and for the periods specified, in Sections
6(e), 6(f) and 6(g). The Committee may delegate to a committee consisting of
employees of the Company the authority to authorize transfers, establish terms
and conditions upon which transfers may be made and establish classes of options
eligible to transfer options, as well as to make other determinations with
respect to option transfers.
7. Terms and Conditions of Restricted Stock
Restricted Stock granted under the Plan shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Grants. A Participant may receive, on such dates as determined
by the Committee in its sole discretion, grants consisting of such amounts of
Restricted Stock as
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determined by the Committee in its sole discretion.
(b) Restrictions. Restricted Stock granted under the Plan may not be
sold, transferred, pledged, assigned or otherwise disposed of under any
circumstances; provided, however, that the foregoing restrictions shall lapse at
such time and upon such terms and conditions as may be specified by the
Committee in the related Award agreement(s).
(c) Forfeiture of Grants. Except to the extent otherwise specified
by the Committee in a related Award agreement(s), all Shares of Restricted Stock
as to which restrictions have not previously lapsed pursuant to Section 7(b) of
the Plan shall be forfeited upon the termination of a Participant's service with
the Company for any reason (including, without limitation, by reason of death,
Disability or Retirement).
(d) Other Provisions. During the period prior to the date on which
the foregoing restrictions lapse, Shares of Restricted Stock shall be registered
in the Participant's name and such Participant shall have voting rights and
receive dividends with respect to such Restricted Stock.
8. Terms and Conditions of Performance Shares
(a) Establishment of Annual Performance Target Levels and Number of
Performance Shares. Prior to the commencement of a given Performance Period, the
Committee shall establish performance goals for the Company for such performance
period. The Committee shall also establish the number of Performance Shares that
would be payable to Participants upon the attainment of various performance
goals during such Performance Period.
(b) Payment in Unrestricted Shares. As soon as practicable following
a given Performance Period, Participants shall receive unrestricted Shares equal
to the number of Performance Shares earned by such Participant during such
Performance Period. A Participant who did not serve on the Board during an
entire Performance Period shall receive a prorated number of Shares (rounded
down to the nearest whole number of Shares) based upon (i) the number of days
during the Performance Period during which such Participant served on the Board
and (ii) the actual performance results.
(c) Authorization for Committee to Permit Deferral. Notwithstanding
Section 8(b) of the Plan, a Participant may, if and to the extent permitted by
the Committee, elect to defer payment of any unrestricted Shares payable as a
result of any Performance Shares earned by such Participant; provided, however,
that any such election must be made (i) no later than June 30 of the year
immediately preceding the year in which any such unrestricted Shares are to be
paid and (ii) in accordance with such terms and conditions as are established by
the Committee in its sole discretion.
9. Adjustments Upon Certain Events
Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:
(a) Generally. In the event of any change in the outstanding Shares
after the
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Effective Date 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 (i) the number or kind of Shares or
other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any other
affected terms of such Awards.
(b) Change in Control. Upon the occurrence of a Change in Control,
(i) all restrictions on Shares of Restricted Stock shall lapse, (ii) each
Participant shall receive the target number of Performance Shares for the
Performance Period in which the Change in Control occurs (or, if no target
number has been established for such Performance Period, the target number for
the immediately preceding Performance Period shall be used) and (iii) all Stock
Options shall vest and become exercisable.
10. Successors and Assigns
The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.
11. Amendments or Termination
The Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of any Participant under any Award theretofore granted without such
Participant's consent.
12. Nontransferability of Awards
Except as provided in Section 6(h) of the Plan, an Award shall not
be transferable or assignable by the Participant otherwise than by will or by
the laws of descent and distribution. During the lifetime of a Participant, an
Award shall be exercisable only by such Participant. An Award exercisable after
the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. Notwithstanding anything to
the contrary herein, the Committee, in its sole discretion, shall have the
authority to waive this Section 12 (or any part thereof) to the extent that this
Section 12 (or any part thereof) is not required under the rules promulgated
under any law, rule or regulation applicable to the Company.
13. 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.
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14. Effectiveness of the Plan
The Plan shall be effective as of the Spinoff Date.