Executive Transition Plan Agreement - The Dun & Bradstreet Corp. and Frank Sowinski
October 1, 1999
Mr. Frank Sowinski
c/o The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
Dear Frank:
I am pleased to advise you that the Compensation and Benefits
Committee (the "Committee") of the Board of Directors of The Dun & Bradstreet
Corporation (the "Company") has authorized your participation in The Dun &
Bradstreet Executive Transition Plan (the "Transition Plan"). A copy of the
Transition Plan is annexed to this letter as Annex I. Unless otherwise
indicated, capitalized terms used in this letter without definition are used as
defined in the Transition Plan.
Your participation in the Transition Plan shall be effective as of the
date hereof. In connection with the authorization of your participation in the
Transition Plan, and in consideration of the valuable contributions you have
made and are expected to continue to make to the Company, the Committee further
agreed that the following provisions shall be effective with respect to the
terms of your participation in the Transition Plan:
Benefits. In the event of an Eligible Termination, you shall
be entitled to the benefits set forth on Schedule A to Annex I. In
that regard, it is understood that Annex II to this letter accurately
illustrates the calculation of benefits pursuant to Sections 1 and 3
of such Schedule A under the factual circumstances outlined therein.
Benefit Reductions and Related Actions. Notwithstanding the
provisions of Section 2.3 of the Transition Plan, with respect to the
period commencing on the date hereof and ending on the second
anniversary of the date hereof (the "Covered Period"), the Company's
Chief Executive Officer shall not exercise any authority thereunder to
reduce the benefits otherwise payable to you pursuant to Schedule A to
Annex I or otherwise modify the terms and conditions applicable to
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Mr. Frank Sowinski
October 1, 1999
Page 2
you under the Transition Plan in a manner that would be adverse to
you, unless the exercise of such authority is expressly approved by a
majority of the members of the Company's Board of Directors.
Involuntary Termination. No decision to effect an involuntary
termination of your employment with the Company during the Covered
Period for unsatisfactory performance in the execution of your duties
shall be effective unless either (i) such decision also constitutes a
termination for Cause or (ii) such decision is expressly approved by a
majority of the members of the Company's Board of Directors.
Other Modifications. Notwithstanding any contrary provision
of the Transition Plan, with respect to the Covered Period, no other
modification to the terms of the Plan that would be adverse to you
shall be applicable to you absent your prior written consent.
If the foregoing is consistent with your understanding of the terms of
your participation in the Transition Plan, please so acknowledge in the space
provided on the duplicate of this letter and return such duplicate to us. You
understand that, as contemplated by the Transition Plan, such acknowledgment
shall constitute a relinquishment of any benefits under the Dun & Bradstreet
Career Transition Plan.
Very truly yours,
THE DUN & BRADSTREET
CORPORATION
By: /s/ Volney Taylor
----------------------------
Volney Taylor
Chairman and Chief Executive
Officer
Acknowledged:
/s/ Frank Sowinski
------------------
Frank Sowinski
<PAGE> 3
Annex I
THE DUN & BRADSTREET EXECUTIVE TRANSITION PLAN
(AS AMENDED AND RESTATED)
The Dun & Bradstreet Corporation (the "Company") wishes to
define those circumstances under which it will provide assistance to an Eligible
Employee in the event of his or her Eligible Termination (as such terms are
defined herein). Accordingly, the Company hereby establishes The Dun &
Bradstreet Executive Transition Plan (the "Plan").
SECTION 1 - DEFINITIONS
1.1 "Administrative Committee" shall mean a committee of
Company management employees heretofore established by the Committee.
1.2 "Cause" shall mean (a) willful malfeasance or willful
misconduct by the Eligible Employee in connection with his or her employment,
(b) continuing failure to perform such duties as are requested by any employee
to whom the Eligible Employee reports or the Company's board of directors, (c)
failure by the Eligible Employee to observe material policies of the Company
applicable to the Eligible Employee or (d) the commission by an Eligible
Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude.
1.3 "Committee" shall mean the Executive Compensation and
Stock Option Committee of the Board of Directors of the Company.
1.4 "Eligible Employee" shall mean the Chief Executive Officer
of the Company and such other executive officers of the Company or its
affiliates as are designated in writing by the Chief Executive Officer.
1.5 "Eligible Termination" shall mean (a) an involuntary
termination of employment with the Company by reason of a reduction in force
program, job elimination or unsatisfactory performance in the execution of an
Eligible Employee's duties or (b) a resignation mutually agreed to in writing by
the Company and the Eligible Employee. Notwithstanding the foregoing, an
Eligible Termination shall not include (w) a unilateral resignation, (x) a
termination by the Company for Cause, (y) a termination as a result of a sale
(whether in whole or in part, of stock or assets), merger or other combination,
spinoff, reorganization or liquidation, dissolution or other winding up or other
similar transactions involving the Company; provided however, that a termination
of employment as a result of a Change in Control and during the Change in
Control Period shall not be covered by this clause (y), or (z) any termination
where an offer of employment is made to the Eligible Employee of a comparable
position at the Company.
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1.6 "Salary" shall mean an Eligible Employee's annual base
salary at the time his or her employment terminates, except as otherwise
provided in Schedule A hereto.
1.7 "Severance and Release Agreement" shall mean an agreement
signed by the Eligible Employee substantially in the form attached hereto as
Exhibit 1. Notwithstanding the foregoing, the Company may, by action of its
chief human resources officer or chief legal counsel, modify the form of
Severance and Release Agreement to be signed by any Eligible Employee in a
manner approved by the Administrative Committee.
SECTION 2 - SEVERANCE BENEFITS
2.1 Subject to the provisions of this Section 2, in the event
of an Eligible Termination, an Eligible Employee shall be entitled to receive
from the Company the benefits set forth on Schedule A hereto.
2.2 The grant of severance benefits pursuant to Section 2.1
hereof is conditioned upon an Eligible Employee's (a) signing a Severance and
Release Agreement and the expiration of any revocation period set forth therein
and, (b) relinquishment of any right to benefits under the Dun & Bradstreet
Career Transition Plan.
2.3 Notwithstanding any other provision contained herein
(except as set forth in this Section 2.3), the Chief Executive Officer of the
Company may, at any time, take such action as such officer, in such officer's
sole discretion, deems appropriate to reduce or increase by any amount the
benefits otherwise payable to an Eligible Employee pursuant to Schedule A or
otherwise modify the terms and conditions applicable to an Eligible Employee
under this Plan provided that the Chief Executive Officer reports any reduction
or increase in benefits or other modification of the terms and conditions hereof
to the Committee and provided further that with respect to benefits payable, or
other modifications applicable, to the Chief Executive Officer, only the
Committee may take such action. Benefits granted hereunder may not exceed an
amount nor be paid over a period which would cause the Plan to be other than a
"welfare benefit plan" under section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
2.4 In the event the Company, in its sole discretion, grants
an Eligible Employee a period of inactive employee status, then, in such event,
any amounts paid to such Eligible Employee during any such period shall offset
the benefits payable under this Plan. For this purpose, a period of inactive
employee status shall mean the period beginning on the date such status
commences (of which the Eligible Employee shall be notified) and ending on the
date of such Eligible Employee's termination of employment.
SECTION 3 - AMENDMENT AND TERMINATION
3.1 The Company reserves the right to terminate the Plan at
any time and without any further obligation by action of its board of directors
or such other person or persons to whom the board properly delegates such
authority.
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3.2 The Company shall have the right to modify or amend the
terms of the Plan at any time, or from time to time, to any extent that it may
deem advisable by action of its board of directors, the Committee or such other
person or persons to whom the board or the Committee properly delegates such
authority.
3.3 All modifications of or amendments to the Plan shall be in
writing.
SECTION 4 - ADMINISTRATION OF THE PLAN
4.1 The Committee shall be the Plan Administrator and shall
have the exclusive right, power and authority to:
(a) interpret, in its sole discretion, any and all of the
provisions of the Plan;
(b) establish a claims and appeals procedure; and
(c) consider and decide conclusively any questions (whether of
fact or otherwise) arising in connection with the administration of the Plan or
any claim for severance benefits arising under the Plan.
Any decision or action of the Committee pursuant to this Section 4.1 shall be
conclusive and binding on any affected person.
4.2 The Committee may, in its sole discretion, cause the
Administrative Committee or its designee to function as the Committee for
purposes of this Section 4.
4.3 The Company shall indemnify any individual who is a
director, officer or employee of the Company or any affiliate, or his or her
heirs and legal representatives, against all liability and reasonable expense,
including counsel fees, amounts paid in settlement and amounts of judgments,
fines or penalties, incurred or imposed upon him or her in connection with any
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative, in connection with his or her duties with respect to the Plan,
provided that any act or omission giving rise to such claim, action, suit or
proceeding does not constitute willful misconduct or is not performed or omitted
in bad faith.
SECTION 5 - MISCELLANEOUS
5.1 Neither the establishment of the Plan nor any action of
the Company, the Committee, or any fiduciary shall be held or construed to
confer upon any person any legal right to continue employment with the Company.
The Company expressly reserves the right to discharge any employee whenever the
interest of the Company, in its sole judgment, may so require, without any
liability on the part of the Company, the Committee, or any fiduciary.
5.2 Benefits payable under the Plan shall be paid out of the
general assets of the Company or an affiliate. The Company need not fund the
benefits payable under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding the Company from funding or setting aside amounts in
anticipation of paying such benefits. Any benefits payable to an Eligible
Employee under this Plan shall
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<PAGE> 6
represent an unsecured claim by such Eligible Employee against the general
assets of the Company that employed such Eligible Employee.
5.3 The Company shall deduct from the amount of any severance
benefits payable hereunder the amount required by law to be withheld for the
payment of any taxes and any other amount, properly to be withheld.
5.4 Benefits payable under the Plan shall not be subject to
assignment, alienation, transfer, pledge, encumbrance, commutation or
anticipation by the Eligible Employee. Any attempt to assign, alienate,
transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.
5.5 This Plan shall be interpreted and applied in accordance
with the laws of the State of New York, except to the extent superseded by
applicable federal law.
5.6 This Plan will be of no force or effect to the extent
superseded by foreign law.
5.7 This Plan supersedes any and all prior severance
arrangements, policies, plans or practices of the Company (whether written or
unwritten). Notwithstanding the preceding sentence, the Plan does not affect the
severance provisions of any written individual employment contracts or written
agreements between an Eligible Employee and the Company. Benefits payable under
the Plan shall be offset by any other severance or termination payment made by
the Company including, but not limited to, amounts paid pursuant to any
agreement or law.
5.8 This Plan, as amended and restated, shall be effective as
of February 19, 1997.
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SCHEDULE A
An Eligible Employee entitled to benefits hereunder shall,
subject to Section 2 of the Plan, receive the following:
1. Salary Continuation
The Eligible Employee shall receive 104 weeks of Salary
continuation, provided, however, that for purposes of determining the Salary
continuation amount, in the event the Eligible Employee has incurred an Eligible
Termination other than by reason of unsatisfactory performance, "Salary" shall
include the Eligible Employee's guideline annual bonus opportunity under the
applicable Annual Incentive Plan (as defined in paragraph 3 hereof) for the year
of termination, payment of which will be prorated annually over a period equal
to the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, to "perform services"
shall mean employment or services as a full-time employee, consultant, owner,
partner, associate, agent or otherwise on behalf of any person, principal,
partnership, firm or corporation (other than the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company. For purposes of this paragraph 1, a
"Participating Company" shall mean the Company or any other affiliated entity
more than 50% of the voting interests of which are owned, directly or
indirectly, by the Company and which has elected to participate in The Dun &
Bradstreet Corporation Career Transition Plan.
2. Welfare Benefit Continuation
Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Company for such benefits. For purposes of
determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.
<PAGE> 8
3. Annual Bonus Payment
Subject to the provisions of this paragraph 3, a cash bonus
for the calendar year of termination may be paid in an amount equal to the
actual bonus which would have been payable to the Eligible Employee under the
annual bonus plan in which he or she participates (the "Annual Incentive Plan")
had such employee remained employed through the end of the year of such
termination multiplied by a fraction the numerator of which is the number of
full months of employment during the calendar year of termination and the
denominator of which is 12. Such bonus shall be payable at the time otherwise
payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.
4. Long-Term Awards
Cash payments shall be made to an Eligible Employee as set
forth in this paragraph in respect of "Units" (as such term is defined in the
Key Employees Performance Unit Plan for The Dun & Bradstreet Corporation and
Subsidiaries (the "PUP")) otherwise payable under the PUP had the Eligible
Employee remained employed through the end of the applicable "Award Period" (as
defined in the PUP) in the event the Eligible Employee was employed by a
Participating Company for at least half the applicable Award Period. In such
event, cash payments shall be made to an Eligible Employee in amounts equal to
the value of the Units, as earned, otherwise payable under the PUP had the
employee remained employed through the end of the applicable Award Period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the Award Period
to termination of employment, and the denominator of which is the number of full
months in the Award Period. Such payments shall be made at the times the Units
in respect of which such payments are made would otherwise be payable under the
PUP had employment not terminated. Notwithstanding the foregoing, no amount
shall be paid under this paragraph in the event the Eligible Employee incurred
an Eligible Termination by reason of unsatisfactory performance. Nothing
contained herein shall reduce any amounts otherwise required to be paid under
the PUP except to the extent such amounts are paid hereunder.
5. Death
Upon the death of an Eligible Employee during the Salary
Continuation Period, the benefits described in paragraphs 1, 3 and 4 of this
Schedule shall continue to be paid to his or her estate, as applicable, at the
time or times otherwise provided for herein.
6. Other Benefits
The Eligible Employee shall be entitled to such executive
outplacement services during the Salary Continuation Period as shall be provided
by the Company. During the Salary continuation period, financial
planning/counseling shall be afforded to the Eligible Employee to the same
extent afforded immediately prior to termination of
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<PAGE> 9
employment in the event the Eligible Employee incurred an Eligible Termination
other than by reason of unsatisfactory performance.
7. No Further Grants, Etc.
Following an Eligible Employee's termination of employment, no
further grants, awards, contributions, accruals or continued participation
(except as otherwise provided for herein) shall be made to or on behalf of such
employee under any plan or program maintained by the Company including, but not
limited to, any Annual Incentive Plan, any PUP, or any qualified or nonqualified
retirement, profit sharing, stock option or restricted stock plan of the
Company. Any unvested or unexercised options, unvested restricted stock and all
other benefits under any plan or program maintained by the Company (including,
but not limited to, any Annual Incentive Plan, any Long-Term Plan or any
qualified or nonqualified retirement, profit sharing, stock option or restricted
stock plan) which are held or accrued by an Eligible Employee at the time of his
or her termination of employment, shall be treated in accordance with the terms
of such plans and programs under which such options, restricted stock or other
benefits were granted or accrued.
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<PAGE> 10
SEVERANCE AGREEMENT AND RELEASE
THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
_____________________________________ (hereinafter referred to as "Employee"),
and The Dun & Bradstreet Corporation (hereinafter deemed to include its
worldwide subsidiaries and affiliates and referred to as "the Company").
WITNESSETH THAT:
WHEREAS, Employee has been employed by the Company since the
date specified in the Appendix; and
WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide certain benefits and salary continuation to
Employee;
NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter provided and of the actions taken pursuant thereto, the
parties agree as follows:
1. Employee's employment with the Company, and Employee's
membership on any committees, is terminated effective on the date specified in
the Appendix.
2. Effective on the date set forth in the Appendix, Employee
will incur an "Eligible Termination" under The Dun & Bradstreet Executive
Transition Plan (the "Plan"), a summary plan description of which Employee
hereby acknowledges receipt, and will, accordingly, be entitled to the benefits
set forth therein subject to the terms and conditions of such Plan. A summary of
the benefits to which Employee is entitled under the Plan is set forth in the
Appendix.
3. Through the Termination Date specified in the Appendix,
Employee will be reasonably available to consult on matters, and will cooperate
fully with respect to any claims, litigations or investigations, relating to the
Company. No reimbursement for expenses incurred after the commencement of a
period of inactive employee status, or if there is no such period, after
termination of employment, shall be made to Employee unless authorized in
advance by the Company.
4. Employee agrees that until the Termination Date Employee
will not become a stockholder (unless such stock is listed on a national
securities exchange or traded on a daily basis in the over-the-counter market
and the Employee's ownership interest is not in excess of 2% of the company
whose shares are being purchased), employee, officer, director or consultant of
or to a corporation, or a member or an employee of or a consultant to a
partnership or any other business or firm, which competes with any of the
businesses owned or operated by the Company; nor if
<PAGE> 11
Employee becomes associated with a company, partnership or individual which
company, partnership or individual acts as a consultant to businesses in
competition with the Company will Employee provide services to such competing
businesses. The restrictions contained in this paragraph shall apply whether or
not Employee accepts any form of compensation from such competing entity or
consultant. Employee also agrees that until the Termination Date Employee will
not recruit or solicit any customers of the Company to become customers of any
business entity which competes with any of the businesses owned or operated by
the Company. In addition, Employee agrees that until the Termination Date
neither Employee nor any company or entity Employee controls or manages, shall
recruit or solicit any employee of the Company to become an employee of any
business entity.
5. If Employee performs services for an entity other than the
Company at any time prior to the Termination Date (whether or not such entity is
in competition with the Company), Employee shall notify the Company on or prior
to the commencement thereof. To "perform services" shall mean employment or
services as a full-time employee, consultant, owner, partner, associate, agent
or otherwise on behalf of any person, principal, partnership, firm or
corporation. For purposes of this paragraph 5 only, "Company" shall mean The Dun
& Bradstreet Corporation and any other affiliated entity more than 50% of the
voting interests of which are owned, directly or indirectly, by The Dun &
Bradstreet Corporation and which has elected to participate in The Dun &
Bradstreet Career Transition Plan by action of its board of directors.
6. Employee agrees that Employee will not directly or
indirectly disclose any proprietary or confidential information, records, data,
formulae, specifications and other trade secrets owned by the Company, whether
oral or written, to any person or use any such information, except pursuant to
court order (in which case Employee will first provide the Company with written
notice of such). All records, files, drawings, documents, models, disks,
equipment and the like relating to the businesses of the Company shall remain
the sole property of the Company and shall not be removed from the premises of
the Company. Employee further agrees to return to the Company any property of
the Company which Employee may have, no matter where located, and not to keep
any copies or portions thereof.
7. Employee shall not make any derogatory statements about the
Company and shall not make any written or oral statement, news release or other
announcement relating to Employee's employment by the Company or relating to the
Company, its subsidiaries, customers or personnel, which is designed to
embarrass or criticize any of the foregoing.
8. Employee agrees that in the event of any breach of the
covenants contained in paragraphs 3, 4, 5, 6 or 7 in addition to any remedies
that may be available to the Company, the Company may cease all payments
required to be made to Employee under the Plan and recover all such payments
previously made to Employee pursuant to the Plan. The parties agree that any
such breach would cause injury to the Company which cannot reasonably or
adequately be quantified and that such relief does not constitute in any way a
penalty or a forfeiture.
9. Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims,
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<PAGE> 12
demands, debts, damages, injuries, actions or rights of action of any nature
whatsoever, whether known or unknown, which Employee had, now has or may have
against the Company, its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan, from the beginning of Employee's employment to and
including the date of this Agreement relating to or arising out of Employee's
employment with the Company or the termination of such employment other than a
claim with respect to a vested right Employee may have to receive benefits under
any plan maintained by the Company. Employee represents that Employee has not
filed any action, complaint, charge, grievance or arbitration against the
Company or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan.
10. Employee covenants that neither Employee, nor any of
Employee's respective heirs, representatives, successors or assigns, will
commence, prosecute or cause to be commenced or prosecuted against the Company
or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan any action or other proceeding based upon any claims, demands,
causes of action, obligations, damages or liabilities which are being released
by this Agreement, nor will Employee seek to challenge the validity of this
Agreement, except that this covenant not to sue does not affect Employee's
future right to enforce appropriately the terms of this Agreement in a court of
competent jurisdiction.
11. Employee acknowledges that (a) Employee has been advised
to consult with an attorney at Employee's own expense before executing this
Agreement and that Employee has been advised by an attorney or has knowingly
waived Employee's right to do so, (b) Employee has had a period of at least
twenty-one (21) days within which to consider this Agreement, (c) Employee has a
period of seven (7) days from the date that Employee signs this Agreement within
which to revoke it and that this Agreement will not become effective or
enforceable until the expiration of this seven (7) day revocation period, (d)
Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, (e)
Employee is receiving greater consideration hereunder than Employee would
receive had Employee not signed this Agreement and that the consideration
hereunder is given in exchange for all of the provisions hereof and (f) the
waiver or release by Employee of rights or claims Employee may have under Title
VII of the Civil Rights Act of 1964, The Employee Retirement Income Security Act
of 1974, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Rehabilitation Act, the Worker Adjustment and Retraining
Act (all as amended) and/or any other local, state or federal law dealing with
employment or the termination thereof is knowing and voluntary and, accordingly,
that it shall be a breach of this Agreement to institute any action or to
recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and other benefits to
Employee and Employee's signing of this Agreement does not in any way indicate
that Employee has any viable claims against the Company or that the Company
admits any liability whatsoever.
12. This Agreement constitutes the entire agreement of the
parties and all prior negotiations or representations are merged herein. It
shall be binding upon and
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<PAGE> 13
shall inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives but neither this Agreement
nor any rights hereunder shall be assignable by Employee without the Company's
written consent. In addition, this Agreement supersedes any prior employment or
compensation agreement, whether written, oral or implied in law or implied in
fact between Employee and the Company, other than those contracts and agreements
excepted from the application of section 5.7 of the Plan pursuant to the terms
of such section, which prior agreements are hereby terminated.
13. If for any reason any one or more of the provisions of
this Agreement shall be held or deemed to be inoperative, unenforceable or
invalid by a court of competent jurisdiction, such circumstances shall not have
the effect of rendering such provision invalid in any other case or rendering
any other provisions of this Agreement inoperative, unenforceable or invalid.
14. This Agreement shall be construed in accordance with the
laws of the State of New Jersey, except to the extent superseded by applicable
federal law.
15. This Agreement shall terminate in its entirety any Change
in Control Agreement between the Company and Employee.
IN WITNESS WHEREOF, Employee and The Dun & Bradstreet
Corporation, by its duly authorized agent, have hereunder executed this
Agreement.
Dated:
--------------------------------
Employee
THE DUN & BRADSTREET CORPORATION
--------------------------------
Title:
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<PAGE> 14
Annex II
Summary of Benefit Entitlements
Under The Dun & Bradstreet
Executive Transition Plan
<TABLE>
<S> <C>
Employment with ______________________________
Company Since:
Effective Date ______________________________
of Eligible Termination:
Positions Terminated: ______________________________
Salary Continuation: $____ per week for 104 weeks
Welfare Benefit Continuation: [LIST NAMES OF MEDICAL, DENTAL,
LIFE PLANS UNDER WHICH
EMPLOYEE COVERED]
Annual Bonus Payment: [x]/12 of the annual bonus otherwise
payable to you at time of normal payment.
Long-Term Bonus Payments: [x]/[y] of the long-term bonus otherwise
payable to you for the _______ cycles
at time of normal payment.
Executive Outplacement: As provided by the Company.
Financial Planning/Counseling:
</TABLE>
THE DESCRIPTION OF BENEFITS CONTAINED IN THIS APPENDIX IS ONLY A
SUMMARY AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. REFER
TO YOUR SUMMARY PLAN DESCRIPTION FOR MORE DETAIL.