Profit Participation Benefit Equalization Plan - The Dun & Bradstreet Corp.
PROFIT PARTICIPATION BENEFIT EQUALIZATION PLAN
OF
THE DUN & BRADSTREET CORPORATION
As in effect as of June 17, 1998 with certain earlier effective dates
I. Purpose of the Plan
The purpose of the Profit Participation Benefit Equalization
Plan of The Dun & Bradstreet Corporation (the "Plan") is to provide a means of
equalizing the benefits of those employees participating in the Profit
Participation Plan of the Dun & Bradstreet Corporation (the "Profit
Participation Plan") whose funded benefits under the Profit Participation Plan
are or will be limited by the application of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Code") or any applicable law or regulation. The Plan is
intended to be an "excess benefit plan" as that term is defined in Section 3(36)
of ERISA with respect to those participants whose benefits under the Profit
Participation Plan have been limited by Section 415 of the Code, and a "top hat"
plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA with respect to those participants whose benefits under the
Profit Participation Plan have been limited by Section 401(a)(17) of the Code.
II. Administration of the Plan
The Board and the Compensation and Benefits Committee
appointed by the Board (the "Committee") severally (and not jointly) shall be
responsible for the administration of the Plan. The Committee shall consist of
not less than three (3) nor more than seven (7) members, as may be appointed by
the Board from time to time. Any member of the Committee may resign at will by
notice to the Board or be removed at any time (with or without cause) by the
Board.
The members of the Committee may from time to time allocate
responsibilities among themselves 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 (and their delegees) shall have the exclusive
authority to interpret the provisions of the Plan and construe all of its terms
(including, without limitation, all disputed and uncertain 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. All such actions of
the Committee shall be conclusive and binding upon all Participants, Former
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Participants, Vested Former Participants and Surviving Spouses. All deference
permitted by law shall be given to such interpretations, determinations and
actions.
Any action to be taken by the Committee shall be taken by a
majority of its members, either at a meeting or by written instrument approved
by such majority in the absence of a meeting. A written resolution or memorandum
signed by one Committee member and the secretary of the Committee shall be
sufficient evidence to any person of any action taken pursuant to the Plan.
Any person, corporation or other entity may serve in more than
one fiduciary capacity under the Plan.
III. Participation in the Plan
All members of the Profit Participation Plan shall be eligible
to participate in this Plan whenever their benefits under the Profit
Participation Plan as from time to time in effect would exceed the limitations
on benefits and contributions imposed by Sections 401, 415 or any other
applicable Section of the Code, calculated from and after September 2, 1974. For
purposes of this Plan, benefits of a participant in this Plan shall be
determined as though no provision were contained in the Profit Participation
Plan incorporating limitations imposed by Sections 401, 415 or any other Section
of the Code.
IV. Benefit Limitations
For purposes of this Plan and the Profit Participation Plan,
the limitations imposed by Section 415 of the Code shall be deemed to be met
when the sum of the participant's defined benefit plan fraction and his defined
contribution plan fraction equals 1.0, as such fractions are computed for
purposes of Section 415 of the Code and Section 14.4 of the Profit Participation
Plan.
V. Equalized Benefits
If member participating contributions or Company contributions
to the Profit Participation Plan are suspended during any calendar year because
any such contributions would cause the participant's account under such plan to
exceed the benefit limitations related to such plan as described in Section III
of this Plan, the Corporation shall pay the participant, on or about March 1st
of the following year, an amount equal to:
(1) the Company contributions that otherwise would have been credited
to such participant's account under the Profit Participation Plan for
the balance of the year in which such suspension occurs, as if no
provision were set forth therein incorporating limitations imposed by
Section 401, 415 or any other applicable Section of the Code, and the
participant had continued his participating contributions to the Profit
Participation Plan at the rate in effect at the time such contributions
were suspended for the balance of the year in which such suspension
occurs, plus
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(2) an interest factor equal to one-half of the annual return which
would have been received by the participant had such payment been
invested eighty percent (80%) in the Special Fixed Income Fund (Fund C)
of the Profit Participation Plan and twenty percent (20%) in the Wells
Fargo Equity Index Fund (Fund A) of the Profit Participation Plan
during the year in which such suspension occurs, less
(3) any applicable withholding taxes.
VI. Change in Control
Upon the occurrence of a "Change in Control", each participant
under the Plan shall receive a lump sum distribution equal to:
(1) the total amount which such participant had accrued under the Plan
which has not yet been distributed to such participant pursuant to
Section V(1) hereof as of the date of such Change in Control, plus
(2) an interest factor equal to one-half of the return which would have
been received by the participant had such amount been invested eighty
percent (80%) in the Special Fixed Income Fund (Fund C) of the Profit
Participation Plan and twenty (20%) in the Wells Fargo Equity Index
Fund (Fund A) of the Profit Participation Plan during the portion of
the calendar year subsequent to the date contributions to such
participant's account were suspended under the Profit Participation
Plan and prior to such Change in Control, less
(3) any applicable withholding taxes.
Any such lump sum distribution shall be paid to the
participant within sixty days of the Change in Control provided, however, that
any such payment will not prevent the further accrual of benefits under the Plan
after the date of such Change in Control
For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if
(a) any "Person," as such term is used in Section 13 (d) and
14 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Corporation, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Corporation, or any corporation owned, directly or indirectly, by the
shareholders of the Corporation in substantially the same proportions
as their ownership of stock of the Corporation), is or becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing
20% or more of the combined voting power of the Corporation's then
outstanding securities;
(b) during any period of twenty-four months (not including any
period prior to the effective date of this provision), individuals who
at the beginning of such period
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constitute the Board, and any new director (other than (1) a director
designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clause (a), (c) or (d)
of this Section) (2) a director designated by any Person (including the
Corporation) 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
Corporation representing 10% or more of the combined voting power of
the Corporation's securities) whose election by the Board or nomination
for election by the Corporation'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 Corporation approve a merger or
consolidation of the Corporation with any other company, other than (1)
a merger or consolidation which would result in the voting securities
of the Corporation 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 Corporation 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
Corporation or such surviving entity; or
(d) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
VII. Miscellaneous
This Plan may be terminated at any time by the Board of
Directors of the Corporation, in which event the rights of participants to their
accrued benefits shall become nonforfeitable. This Plan may also be amended at
any time by the Board of Directors of the Corporation, except that no such
amendment shall deprive any participant of his benefits accrued at the time of
such amendment.
Benefits payable under this Plan shall not be funded and shall
be made out of the general funds of the Corporation; provided, however, that the
Corporation reserves the right to establish a trust fund as an alternate source
of benefits payable under the Plan and to the extent payments are made from such
trust, such payments will satisfy the Corporation's obligations under this Plan.
No right to payment or any other interest under this Plan may
be alienated, sold, transferred, pledged, assigned, or made subject to
attachment, execution, or levy of any kind.
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Nothing in this Plan shall be construed as giving any employee
the right to be retained in the employ of the Corporation. The Corporation
expressly reserves the right to dismiss any employee at any time without regard
to the effect which such dismissal might have upon him under the Plan.
This Plan shall be construed, administered and enforced
according to the laws of the State of New York.
VIII. Effective Date
This Plan shall be effective as of October 17, 1990, upon its
adoption by the Board of Directors of the Dun & Bradstreet Corporation.