1998 Dun & Bradstreet Corporation Replacement Plan for Certain Nonemployee Directors Holding Dun & Bradstreet Corporation Equity-Based Awards - The Dun & Bradstreet Corp.
1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN
FOR CERTAIN NON-EMPLOYEE DIRECTORS HOLDING DUN & BRADSTREET
CORPORATION EQUITY-BASED AWARDS
1. Purpose of the Plan
The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for
Certain Nonemployee Directors Holding Dun & Bradstreet Corporation Equity-Based
Awards (the "Plan") is to provide for the award of substantially identical
replacement stock options, replacement restricted stock, replacement phantom
stock units and replacement deferred performance share units to certain
non-employee directors of The New Dun & Bradstreet Corporation, a Delaware
corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff
(the "Company") whose awards under the 1996 The Dun & Bradstreet Corporation
Non-Employee Directors' Stock Incentive Plan and The Dun & Bradstreet
Corporation Non-Employee Directors' Restricted Stock Plan (the "D&B Plans") were
cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet
Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation"
after the Spinoff ("D&B") (the "Spinoff") and to certain retired non-employee
directors who elect, pursuant to the Spinoff, to have the awards granted under
the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the
Plan will 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 shareholders since it will allow
non-employee Directors to have a greater personal financial stake in the Company
through the ownership of Shares, in addition to underscoring their common
interest with shareholders in increasing the value of the Shares on a long-term
basis. It is the intention of the Company that the terms of the replacement
awards will (i) substantially preserve the economic value of the cancelled D&B
awards and (ii) except for the terms described in Section 7, 8, 9 and 10 of this
Plan, remain substantially identical to the terms of the cancelled D&B awards.
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) Awards: Replacement options, replacement restricted stock and
replacement phantom stock units granted pursuant to the Plan.
(c) Beneficial Owner: As defined in rule 13d-3 under the Act (or any
successor rule thereto).
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(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 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;
(iii) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than
(1) 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 (2) 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.
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(f) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(g) Committee: The Compensation and Benefits Committee of the Board.
(h) Company: The New Dun & Bradstreet Corporation, a Delaware
corporation to be renamed "The Dun & Bradstreet Corporation" after the
Spinoff.
(i) D&B Deferred Performance Share Units: A bookkeeping entry,
equivalent in value to the number of deferred performance shares of D&B
stock credited to an Eligible Holder's account as of the opening of
business on the Spinoff Date, pursuant to the D&B Plans.
(j) D&B Restricted Stock: Restricted stock held by an Eligible
Holder that was granted under the D&B Plans.
(k) D&B Phantom Stock Units: A bookkeeping entry, equivalent in
value to the number of phantom shares of D&B stock credited to an Eligible
Holder's account as of the opening of business on the Spinoff Date,
pursuant to the D&B Plans.
(l) Daily Average Trading Prices: The average of the high and low
trading prices for stock on a given day.
(m) Deferred Performance Share Unit: A bookkeeping entry, equivalent
in value to one Share, credited in accordance with Section 10(a) of the
Plan.
(n) Determination Day: As such term is defined in Section 9(b) of
the Plan.
(o) 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. An Eligible Holder shall not be
considered disabled unless he or she furnished such medical or other
evidence of the existence of the Disability as the Committee, in its sole
discretion, may require.
(p) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 15 of the Plan.
(q) Fair Market Value: On a given date, the average 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 ont he 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 average o 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
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(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.
(r) New D&B Deferred Performance Share Units: A bookkeeping entry,
equivalent in value to the number of phantom performance shares credited
to an Eligible Holder's account as a dividend on such Eligible Holder's
D&B Deferred Performance Share Units pursuant to the Spinoff.
(s) New D&B Restricted Stock: Restricted Stock received by an
Eligible Holder as a result of the Spinoff.
(t) New D&B Phantom Stock Units: A bookkeeping entry, equivalent in
value to the number of phantom Shares credited to an Eligible Holder's
account as a dividend on such Eligible Holder's D&B Phantom Stock Units
pursuant to the Spinoff.
(u) Option: A stock option granted pursuant to Section 7 of the
Plan.
(v) Payment Day: As such term is defined in Section 9(b) of the
Plan.
(w) Person: As such term is used in Section 13(d) or 14(d) of the
Act (or any successor section thereto).
(x) Phantom Stock Unit: A bookkeeping entry, equivalent in value to
one Share, credited in accordance with Section 9(a) of the Plan.
(y) Plan: The 1998 Dun & Bradstreet Corporation Replacement Plan for
Certain Non-Employees Directors Holding Dun & Bradstreet Corporation
Equity-Based Awards.
(z) Retirement: Termination of service with the Company after such
Eligible Holder has attained age 70, regardless of the length of such
Eligible Holder's service.
(aa) Shares: Shares of common stock, par value $.01 per share, of
the Company.
(bb) Spinoff Date: The date on which the Shares are first
distributed to the public shareholders.
(cc) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
(dd) Termination Date: As such term is defined in Section 9(b) of
the Plan.
3. Shares Subject to the Plan
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The total number of Shares which may be issued under the Plan is equal to
the aggregate number of shares to be issued as replacement awards, as calculated
pursuant to Sections 7, 8 and 10 of this Plan. The shares may consist, in whole
or in part, of unissued shares or treasury shares. After the initial grant of
awards, no further awards shall be granted 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 supply any
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, Eligible
Holders and their beneficiaries or successors).
5. Eligibility
Only Eligible Holders shall receive grants of replacement stock options,
replacement restricted stock, replacement phantom stock units and replacement
deferred performance share units under the Plan.
6. Limitations
Options hereunder shall only be granted in replacement of D&B Stock
Options (as defined in Section 7(a) of the Plan) held by Eligible Holders
immediately prior to the Spinoff Date.
7. 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) Generally. As of the Spinoff, each unexercised stock option held
by an Eligible Holder that was granted under the D&B Plans (a "D&B Stock
Option") shall be cancelled, and such Eligible Holder shall receive a
replacement stock option pursuant to this Plan. The number of Shares
covered by each replacement stock option shall be determined by (i)
multiplying the number of shares of D&B common stock covered by the
cancelled D&B Stock Option by a fraction, the numerator of which is the
average of the Daily Average Trading Prices of D&B common stock for the
five consecutive trading days immediately preceding the first date on
which D&B common stock is traded ex-
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dividend, and the denominator of which is the average of the Daily Average
Trading Prices of the Shares for the five consecutive trading days
starting on the first date on which the Shares are traded regular way (the
"D&B Ratio") and (ii) rounding down the result to a whole number of
shares. The option price of each replacement stock option shall be
determined by dividing the option price of the cancelled D&B Stock Option
by the D&B Ratio. Unless otherwise specified in this Plan, all other terms
of the replacement stock options shall remain substantially identical to
those of the cancelled D&B Stock Options as set forth in the D&B Plans and
related option agreement(s).
(b) Exercisability. Except as set forth in the Plan, stock options
granted under the Plan shall have substantially identical terms as those
of the stock options originally granted under the D&B Plans; provided,
however, that in no event shall a replacement stock option be exercisable
more than ten years after the date the original option was granted under
the D&B Plans.
(c) Exercisability of Options. An Option granted under the Plan
shall be fully exercisable on the first anniversary of the date on which
the original option was granted under the D&B Plans. An Option shall
expire on the tenth anniversary of the date on which the original option
was granted under the D&B Plans.
(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. 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
Participation (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 or
(iii) partly in cash and partly in such Shares. No Eligible Holder shall
have any rights to dividends or other rights of a shareholder with respect
to Shares subject to an Option until the Eligible Holder has given written
notice of exercise of the Option, paid in full for such Shares and, if
applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Plan.
(e) Exercisability Upon Termination of Service by Death. If an
Eligible Holder's service with the Company and its Subsidiaries terminates
by reason of death after the first anniversary of the date on which the
original option was granted under the D&B Plans, the unexercised portion
of such Option may thereafter be exercised during the shorter of (A) the
remaining term of the Option or (B) five years after the date of death.
(f) Exercisability Upon Termination of Service by Disability or
Retirement. If an Eligible Holder's service with the Company and its
Subsidiaries terminates by reason of Disability or Retirement after the
first anniversary of the date on which the original option was granted
under the D&B Plans, the unexercised portion of such Option may thereafter
be exercised during the shorter of (C) the remaining term of the Option or
(D) five years after the date of such termination of service; provided,
however, that if an Eligible Holder dies within a period of five years
after such termination of service, the unexercised portion of the Option
may thereafter be exercised, during the shorter of (iv)
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the remaining term of the Option or (v) the period that is the longer of
(A) five years after the Date of such termination of service or (B) one
year after the date of death.
(g) Effect of Other Termination of Service. If an Eligible Holder'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, to the extent the
Committee, in its sole discretion, so permits, such Option may be
exercised thereafter, during the shorter of (A) the remaining term of such
Option or (B) five years after the date of such 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 Eligible Holder 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 an Eligible Holder's service with the
Company and its Subsidiaries terminates for any other reason prior to the
first anniversary of the date on which the original option was granted
under the D&B Plans (as described above), the Option shall thereupon
terminate. If an Eligible Holder'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 the original
option was granted under the D&B Plans (as described above), the
unexercised portion of the Option shall thereupon terminate.
(h) Nontransferability of Stock Options. Except as otherwise
provided in this Section 7(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 7(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 7(e), 7(f) and 7(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 7(e), 7(f) and 7(g). The Committee may
delegate to a committee consisting of employees of the Company the
authority to authorize transfers, establish terms and conditions upon
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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.
8. Terms and Conditions of Restricted Stock
As of the Spinoff Date, D&B Restricted Stock and New D&B Restricted
Stock shall be forfeited, and such Eligible Holder shall receive
replacement restricted stock pursuant to this Plan. The number of shares
of restricted stock shall equal (i) the number of Shares of forfeited New
D&B Restricted Stock plus (ii) the number of shares of forfeited D&B
Restricted Stock multiplied by a fraction, the numerator of which is the
average of the Daily Average Trading Prices of D&B common stock for the
five consecutive trading days starting on the ex-dividend trading date,
and the denominator of which is the average of the Daily Average Trading
Prices of the Shares for the five consecutive trading days starting on the
first date on which the Shares are traded regular way. Unless otherwise
specified in this Plan, all other terms of the replacement restricted
stock shall remain substantially identical to those of the forfeited D&B
Restricted Stock as set forth in the applicable D&B Plans and related D&B
Restricted Stock agreement(s).
9. Terms and Conditions of Phantom Stock Units
(a) Phantom Stock Units. As of the Spinoff Date, D&B Phantom Stock
Units and New D&B Phantom Stock Units then held by each Eligible Holder
shall be forfeited, and such Eligible Holder shall receive replacement
Phantom Stock Units pursuant to this Plan. The number of Shares credited
as Phantom Stock Units shall equal (i) the number of forfeited New D&B
Phantom Stock Units plus (ii) the number of forfeited D&B Phantom Stock
Units multiplied by a fraction, the numerator of which equals the average
of the 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 the
high and low trading prices of a Share for the five trading days starting
on the regular way trading date. Phantom Stock Units shall be credited
with dividend equivalents when dividends are deemed paid on balances held
by employees of the Company (the "Employee Balances") in the Dun &
Bradstreet Common Stock Fund of the Company's Profit Participation Plan
(or successor plan), and such dividend equivalents shall be converted into
additional Phantom Stock Units (including fractional Phantom Stock Units)
in a manner consistent with the treatment of the Employee Balances. Unless
otherwise specified in this Plan, all other terms of the replacement
Phantom Stock Units shall remain substantially identical to those of the
forfeited D&B Phantom Stock Units as set forth in the applicable D&B Plans
and related agreement(s).
(b) Payment in Cash Upon Termination of Service. On the tenth day
(the "Payment Day") of the calendar year immediately following the
calendar year containing the date on which an Eligible Holder terminates
service with the Company (the "Termination Date"), the Eligible Holder
shall receive a lump sum payment in cash equal to the Fair Market Value of
the number of Phantom Stock Units (including fractional Phantom Stock
Units) credited to the Eligible Holder's Phantom Stock Unit account on the
December 31 immediately preceding the Payment Day (the "Determination
Day"). Between the Termination Date and the Determination Day the Eligible
Holder's Phantom
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Stock Units shall continue to be credited with dividend equivalents and
such dividend equivalents shall continue to be converted into additional
Phantom Stock Units (including fractional Phantom Stock Units) in the
manner set forth above. As an alternative to receiving such payment on the
Payment Day, the Eligible Holder may elect to receive his or her payment
in such forms of payments (and on such terms and conditions) as are
established by the Committee in its sole discretion.
(c) Crediting of Stock Dividends. When non-cash dividends are paid
on Shares, an Eligible Holder's Phantom Stock Units shall be credited with
dividend equivalents by crediting the Eligible Holder's account in a
manner consistent with the treatment of the Employee Balances.
10. Terms and Conditions of Deferred Performance Share Units
As of the Spinoff Date, D&B Deferred Performance Share Units and New
D&B Deferred Performance Share Units then held by each Eligible Holder shall be
forfeited, and such Eligible Holder shall receive replacement Deferred
Performance Share Units pursuant to this Plan. The number of Shares credited as
Deferred Performance Share Units shall equal (i) the number of forfeited New D&B
Deferred Performance Share Units plus (ii) the number of forfeited D&B Deferred
Performance Share Units multiplied by a fraction, the numerator of which equals
the average of the 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 the high and low
trading prices of a Share for the five trading days starting on the regular way
trading date. Deferred Performance Share Units shall be credited with dividend
equivalents when dividends are deemed paid on balances held by employees of the
Company (the "Employee Balances") in the Dun & Bradstreet Common Stock Fund of
the Company's Profit Participation Plan (or successor plan), and such dividend
equivalents shall be converted into additional Deferred Performance Share Units
(including fractional Deferred Performance Share Units) in a manner consistent
with the treatment of the Employee Balances. Unless otherwise specified in this
Plan, all other terms of the replacement Deferred Performance Share Units shall
remain substantially identical to those of the forfeited D&B Deferred
Performance Share Units as set forth in the applicable D&B Plans and related
agreement(s).
11. 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) With respect to Stock Options, Stock Appreciation Rights,
Restricted Stock, Phantom Stock Units and Deferred Performance Share Units
originally granted under the 1996 The Dun & Bradstreet Corporation
Non-Employee Directors' Stock Incentive Plan:
(i) Generally. In the event of any change in the outstanding
Shares after the 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 shareholders of Shares
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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 (A) the number or kind of shares or other securities issued or
reserved for issuance pursuant to the Plan or pursuant to
outstanding Awards, (B) the option price and/or (C) any other
affected terms of such Awards.
(ii) Change in Control. Upon the occurrence of a Change in
Control, (A) all restrictions on Shares of Restricted Stock shall
lapse, (B) all Phantom Stock Units shall become payable to Eligible
Holders in cash and (C) all Options shall vest and become
exercisable.
(b) With respect to Restricted Stock originally granted under The
Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock
Plan:
(i) Generally. Upon changes in the outstanding Shares by
reason of a stock dividend, stock split, reverse split,
recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization or liquidation, the number and
class of shares available under the Plan as to which Awards may be
granted and the number and class of shares under each Award shall be
correspondingly adjusted by the Committee.
(ii) Change in Control. Except as otherwise specifically
provided in an award agreement relating to any Award, in the event
of a Change in Control, merger, consolidation, combination,
reorganization or other transaction in which the shareholders of the
Company will receive cash or securities (other than common stock) or
in the event that an offer is made to the holders of Shares to sell
or exchange such Shares for cash, securities or stock of another
corporation and such offer, if accepted, would result in the offeror
becoming the owner of (a) at least 50% of the outstanding Shares or
(b) such lesser percentage of the outstanding Shares which the
Committee in its sole discretion determines will materially
adversely affect the market value of the Common Stock after the
tender or exchange offer, the Committee shall, prior to the
shareholders' vote on such transaction or prior to the expiration
date of the tender or exchange offer (i) accelerate the termination
of the Restriction Period (as defined in The Dun & Bradstreet
Corporation Non-Employee Directors' Restricted Stock Plan as in
effect on the date on which the Plan becomes effective) so that all
restrictions with respect to a Eligible Holder's restricted stock
shall immediately lapse without regard to any limitations of time or
amount otherwise contained in the D&B Plans or an award agreement
and/or (ii) determine that the Awards shall be adjusted and make
such adjustments by substituting for the Shares subject to Awards,
common stock of the surviving corporation or offeror if such stock
of such corporation is publicly traded or, if such stock is not
publicly traded, by substituting common stock of a parent of the
surviving corporation or offeror if the stock of such parent is
publicly traded, in which event the number of shares subject to an
Award shall be the number of shares which could have been purchased
on the closing day of such transaction or the expiration date of the
offer with the proceeds which would have been received by the
Eligible Holder if the Eligible Holder had exchanged all of such
shares in the transaction or sold or exchanged all of such shares
pursuant to the tender or exchange offer.
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12. Successors and Assigns
The Plan shall be binding on all successors and assigns of the Company and
an Eligible Holder, including without limitation, the estate of such Eligible
Holder and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Eligible Holder's
creditors.
13. Amendments or Termination
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
Eligible Holder under any Award theretofore granted without such Eligible
Holder's consent.
14. Nontransferability of Awards
Except as provided in Section 7(h) of the Plan, an Award shall not be
transferable or assignable by the Eligible Holder otherwise than by will or by
the laws of descent and distribution. During the lifetime of an Eligible Holder,
an Award shall be exercisable only by such Eligible Holder. An Award exercisable
after the death of an Eligible Holder may be exercised by the legatees, personal
representatives or distributees of the Eligible Holder. Notwithstanding anything
to the contrary herein, the Committee, in its sole discretion, shall have the
authority to waive this Section 14 (or any part thereof) to the extent that this
Section 14 (or any part thereof) is not required under the rules promulgated
under any law, rule or regulation applicable to the Company.
15. Choice of Law
The Plan shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in the
State of New York.
16. Effectiveness of the Plan
The Plan shall be effective as of the Spinoff Date.