-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KY+nXn8IgcHk5zMw7eA9pHMsDioIovVcuVWiPdJ4LBjNLBVd8ZqbPREMlAFUl8xC xbSvpN+FV4V5WWXOgXaZHg== 0001206774-05-000243.txt : 20050302 0001206774-05-000243.hdr.sgml : 20050302 20050302160652 ACCESSION NUMBER: 0001206774-05-000243 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20050224 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050302 DATE AS OF CHANGE: 20050302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP/NW CENTRAL INDEX KEY: 0001115222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 223725387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15967 FILM NUMBER: 05654438 BUSINESS ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9739215500 MAIL ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: NEW D&B CORP DATE OF NAME CHANGE: 20000523 8-K 1 db910759.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2005 THE DUN & BRADSTREET CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-15967 22-3725387 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 103 JFK Parkway, Short Hills, NJ 07078 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (973) 921-5500 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 24, 2005, the Compensation and Benefits Committee (the "Committee") of the Board of Directors of The Dun & Bradstreet Corporation ("we" or the "Company") took a number of actions in furtherance of the Company's Executive Compensation Program. This program is designed to: - Attract, motivate and retain top leadership by providing a total compensation opportunity that is competitive with the Company's market for executive talent; - Ensure a strong relationship between pay and Company performance and alignment of executive and shareholder interests; and - Reinforce behaviors that are consistent with the Company's strategy to build a "Winning Culture" and achieve its customer-focused aspiration to be the most trusted source of business insight so our customers can decide with confidence. By achieving these objectives the Committee believes that this program will support the execution of the Company's Blueprint for Growth strategy and, in that way, create shareholder value. The actions taken by the Committee on February 24, 2005 include: Equity Awards to Executive Officers. The Committee approved awards of restricted stock, restricted stock units, and stock options to executive officers and other senior leaders of the Company. These awards were made pursuant to the 2000 Dun & Bradstreet Corporation Stock Incentive Plan (the "2000 Plan"). The awards of restricted stock and restricted stock units were made relative to the maximum performance-based restricted stock opportunity established in and for 2004. Such awards were based on results against annual performance goals for that year. The form of agreement for each of those awards is attached as Exhibits 10.1 through 10.3 to this Form 8-K and is incorporated herein by reference. 2005 Annual Cash Bonus Plan. The Committee approved the annual cash bonus plan for 2005, which is awarded under the D&B Covered Employee Cash Incentive Plan (the "CIP"), as approved by shareholders in 2001. The Plan is intended to provide incentives to certain team members, including executive officers, in the form of cash bonus payments. Payments are based on performance against predetermined annual measures that were set by the Committee after a detailed review by the Board of Directors of the Company's 2005 business plan. The Company's executive officers were designated by the Committee as participants in the CIP. Under the CIP, the Committee established a maximum annual cash bonus opportunity of eight-tenths of one percent of the Company's 2005 earnings before taxes for the Chief Executive Officer and five-tenths of one percent of the Company's 2005 earnings before taxes for each of the other designated executive officers of the Company. Actual annual cash bonus payouts to the Chief Executive Officer and other designated executive officers of the Company may be less than these maximums. 1 In determining whether to award the maximum annual cash bonus generated by the pre-tax earnings formula, the Committee will also consider performance against four measures or goals weighted as follows: 40% to Company-wide core revenue growth; 30% to growth in earnings per share ("EPS") and operating income; 20% to the Company's customer goal; and 10% to employee satisfaction (an index measured by the Company's Winning Culture Survey, which gauges employee perspectives in a number of important dimensions such as leadership, strategy and work environment). A target level of performance has been established for each performance goal, which will result in a full bonus payout being earned if the target for the measure is achieved. Achievement below the target will result in a smaller or no bonus payout for that measure and achievement above the target will yield a larger bonus payout. In addition, the Committee will make a qualitative assessment of goal achievement to determine the bonus payment against each performance measure. As another important step in determining cash bonus payments, performance will also be reviewed against the criteria established by the Company's Scorecard for 2005 that was approved by the Committee. The Company Scorecard is based on three performance criteria: first, Company-wide 2005 core revenue growth; second, 2005 growth in EPS; and third, a principles-based assessment by the Committee of the Company's overall performance. Upon review of performance against these criteria, the Committee will set the size of the total bonus pool to ensure alignment with overall Company results. Payouts to individual executive officers and other team members are subject to a discretionary adjustment of +/-20%. The Committee will consider this and all other discretionary adjustments with input from the CEO. Such adjustments will be limited and will be based on exceptional cases where an individual's performance positively or negatively impacts Company performance. In no instance will such adjustments exceed the total bonus pool set by the Committee. 2005 Performance-based Restricted Stock Opportunity. The performance goals detailed above in the annual cash bonus plan (i.e., core revenue growth, EPS and operating income growth, customer goal and employee satisfaction) are the same goals that the Committee will use to determine grants of restricted stock relative to the 2005 performance-based restricted stock opportunity and pursuant to the 2000 Plan. Non-employee Director Stock Option Grant. On February 25, 2005, the Board of Directors of the Company, upon the recommendation of the Committee, approved the award of stock options to the non-employee Directors of the Company pursuant to the 2000 Dun & Bradstreet Corporation Non-employee Directors' Stock Incentive Plan (the "2000 Non-employee Directors' Plan"). These awards represent an important element of the Director pay program. This program is designed to: 2 - Enable the Company to attract and retain top Directors by offering a program that is competitive in the marketplace; and - Align the interests of Directors with those of shareholders through an appropriately balanced equity compensation program consisting of stock options and restricted stock units. The form of agreement for the award of stock options is attached as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference. The form of agreement for the award of restricted stock units that had been previously approved by the Board is attached as Exhibit 10.5 to this Form 8-K and is incorporated herein by reference. Restricted stock units are part of the Directors' annual retainer and such awards are made in March and July of each year. ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On February 25, 2005, Michael Winkler was appointed to serve on the Company's Board of Directors. The appointment of Mr. Winkler will become effective on March 17, 2005. There is no arrangement or understanding pursuant to which Mr. Winkler was selected as a director. The Board of Directors has determined that Mr. Winkler will be a member of the Board Affairs Committee of the Board of Directors. The Board of Directors has determined that Mr. Winkler is an "independent director," as such term is defined under New York Stock Exchange listing standards. A copy of the February 25, 2005 press release announcing Mr. Winkler's appointment is attached as Exhibit 99.1 to this Form 8-K. 3 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits EXHIBIT DESCRIPTION ------- ------------------------------------------------------------- 10.1 Form of Restricted Stock Award Agreement under the 2000 Plan. 10.2 Form of Stock Option Award Agreement under the 2000 Plan. 10.3 Form of Restricted Stock Unit Award Agreement under the 2000 Plan. 10.4 Form of Stock Option Award Agreement under the 2000 Non-employee Directors' Plan. 10.5 Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Plan. 99.1 Press Release of The Dun & Bradstreet Corporation, dated February 25, 2005. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The Dun & Bradstreet Corporation By: /s/David J. Lewinter ---------------------------- David J. Lewinter General Counsel & Corporate Secretary Date: March 2, 2005 5 EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ---------------------------------------------------------------------- 10.1 Form of Restricted Stock Award Agreement under the 2000 Plan. 10.2 Form of Stock Option Award Agreement under the 2000 Plan. 10.3 Form of Restricted Stock Unit Award Agreement under the 2000 Plan. 10.4 Form of Stock Option Award Agreement under the 2000 Non-employee Directors' Plan. 10.5 Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Plan. 99.1 Press Release of The Dun & Bradstreet Corporation, dated February 25, 2005. 6 EX-10.1 2 db910759ex101.txt FORM OF RESTRICTED STOCK AWARD AGREEMENT EXHIBIT 10.1 THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD ([Award Date]) This RESTRICTED STOCK AWARD (this "Award") is being granted to __________________ (the "Participant") as of this ___ day of _______, 200_ (the "Award Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan"). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 1. Grant of Restricted Stock. The Company hereby awards to the Participant pursuant to the Plan _________ shares of the Company's common stock, par value $.01 (the "Shares"), subject to the terms and conditions of the Plan and this Award. 2. Vesting. Subject to Sections 3, 4 and 8 below, the restrictions on the applicable percentage of the Shares shall lapse and such percentage of the Shares shall vest on each "Vesting Date" set forth in the following schedule provided the Participant remains in the continuous employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date:
Vesting Date Percentage of Shares Vested # of Shares Vested ------------------------------ --------------------------- ------------------ [1st Anniversary of Award Date] 20% [2nd Anniversary of Award Date] 30% [3rd Anniversary of Award Date] 50%
[Insert the following Vesting provision for the Company's Chairman: The restrictions on the Shares shall lapse and such Shares shall vest on the "Vesting Date" which shall be the earlier of (x) June 1, 2005 or (y) the Participant's Retirement (as defined in the Plan), provided that the Participant remains an employee of the Company or an Affiliate during the period commencing on the Award Date and ending on the Vesting Date.] -1- 3. Termination of Employment Before [1st Anniversary of Award Date]. If the Participant's employment with the Company and its Affiliates terminates for any reason prior to [1st Anniversary of Award Date], the Participant shall forfeit all rights to and interests in the Shares. 4. Termination of Employment On or After [1st Anniversary of Award Date]. If the Participant's employment with the Company and its Affiliates terminates on or after [1st Anniversary of Award Date] due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan), any unvested Shares shall become fully vested as of the employment termination date. If the Participant's employment with the Company and it Affiliates terminates on or after [1st Anniversary of Award Date] for any reason other than Retirement, death or Disability and prior to the next Vesting Date, the Participant shall forfeit all rights to and interests in the unvested Shares. [Insert the following additional provision for the Company's CEO: Termination Without "Cause" or for "Good Reason". In the event the Participant's employment with the Company and its Affiliates is terminated during the "Employment Term" by the Company or its Affiliates without "Cause" or in the event the Participant resigns from employment for a "Good Reason" (as those terms are defined in the Employment Agreement dated as of December 31, 2004 by and between the Company and the Participant), any unvested Shares shall become fully vested as of the employment termination date.] 5. Voting and Dividend Rights. The Participant is the beneficial and record owner of the Shares and shall have full voting rights with respect thereto. Unless the Committee determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of Shares credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of Shares (rounded down to the nearest whole share) based on the Fair Market Value (as defined in the Plan) of a Share on the dividend payment date. The additional Shares credited in connection with a dividend will be subject to the same restrictions as the Shares in respect of which the dividend was paid. 6. Transfer Restrictions. Until the Shares become vested, they are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such -2- disposition, or upon the levy of any such process, the unvested Shares shall immediately be forfeited. 7. Withholding Taxes. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the vesting of the Shares by deducting from the total number of Shares that have become vested that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. The Participant may elect to fully satisfy the minimum statutory withholding taxes by a payment in cash of such obligation to the Company. 8. Change in Control. If there is a Change in Control of the Company, any unvested Shares shall become fully vested as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control (such accelerated vesting date, also being referred to herein as a Vesting Date). 9. Delivery of Shares. Until the Company determines otherwise, delivery of Shares on each applicable Vesting Date will be administered by the Company's transfer agent or an independent third-party broker selected from time to time by the Company. 10. Change in Capital Structure. The terms of this Award, including the number of Shares, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization. 11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant's timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant. 12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall -3- govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 13. No Rights to Continued Employment. Nothing contained in the Plan or this Agreement shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this award shall not entitle the Participant to participate with respect to any other award. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant's "salary," and thus, shall not be taken into account for purposes of determining the Participant's termination indemnity, severance pay, retirement or pension payment, or any other employee benefits, except to the extent required under applicable law. 14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant's creditors. 15. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 16. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof. IN WITNESS WHEREOF, this Restricted Stock Award has been duly executed as of the date first written above. THE DUN & BRADSTREET CORPORATION By: ----------------------------------------- Leader, Human Resources, Winning Culture, & Team Member Communications -4- EX-10.2 3 db910759ex102.txt FORM OF STOCK OPTION AWARD AGREEMENT EXHIBIT 10.2 THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN STOCK OPTION AWARD (Grant Date) This STOCK OPTION AWARD (this "Award") is being granted to __________________ (the "Participant") as of this ____ day of _________, 200_ (the "Grant Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan"). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an "Option") to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of _______ shares of the Company's Common Stock, par value $.01 per share (the "Shares"), at a purchase price per Share of $_________ (the "Option Price"). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code. 2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the "Expiration Date") and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award. 3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. This Option shall cease to vest upon the Participant's termination of active employment, and may be exercised after the Participant's date of termination only as set forth below. -1- 4. Termination of Employment. (a) Exercisability Upon Termination of Employment by Death or Disability. If the Participant's active employment with the Company and its Affiliates terminates by reason of death or Disability (as defined in the Plan) after the first anniversary of the Grant Date, (i) the unexercised portion of such Option shall immediately vest in full and (ii) such portion may thereafter be exercised during the shorter of (A) the remaining term of the Option or (B) five years after the date of death or Disability. (b) Exercisability Upon Termination of Employment by Retirement. If the Participant's employment with the Company and its Affiliates terminates by reason of Retirement (as defined in the Plan) after the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the "Post-Retirement Exercise Period"), but only to the extent to which such Option was exercisable at the time of such termination of active employment or becomes exercisable during the Post-Retirement Exercise Period; provided, however, that if the Participant dies within a period of five years after such termination of employment, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active employment or (B) one year after the date of death (the "Special Exercise Period"), but only to the extent to which such Option was exercisable at the time of such termination of active employment or becomes exercisable during the Special Exercise Period. (c) Effect of Other Termination of Employment. If the Participant's employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or Retirement after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, an unexercised Option may thereafter be exercised during the period ending 30 days after the date of such termination of employment, but only to the extent to which such Option was exercisable at the time of such termination of active employment. -2- 5. Manner of Exercise. (a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company. (b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company's insider trading policy. 6. Tax Withholding. Regardless of any action the Company or the Participant's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant's responsibility and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate my liability for Tax-Related Items. Prior to exercise of the Option, the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items; or (2) satisfy the minimum statutory withholding for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the exercise of this Option by deducting from the total number of Shares that have -3- become vested that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant's participation in the Plan or the Participant's purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to deliver the Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items as described in this section. 7. Nontransferability of Option. This Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution and during the lifetime of the Participant may only be exercised by the Participant. 8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Grant Date until the date of the Change in Control. 9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization. 10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such the Participant or permitted transferee shall become the holder of record thereof. 11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant's timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant. -4- 12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this Option award shall not entitle the Participant to participate with respect to any other award in the future, even if Options have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant's "salary," and thus, shall not be taken into account for purposes of determining the Participant's termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits, except to the extent required under applicable law. All decisions with respect to future Options, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company. The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not -5- increase in value, the Options will have no value. If the Participant exercises the Participant's Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Option Price. In consideration of the grant of Options, no claim or entitlement to compensation or damages shall arise from termination of the Options or diminution in value of the Options or Shares purchased through exercise of the Options resulting from termination of the Participant's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant shall be deemed irrevocably to have waived the Participant's entitlement to pursue such claim. Notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive Options and vest in Options under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant's right to exercise the Options after termination of employment, if any, will be measured by the date of termination of the Participant's active employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant's Option grant. 14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant's creditors. -6- 15. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this document by and among, as applicable, the Employer, and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor, for the purpose of implementing, administering and managing the Plan ("Data"). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant's country or elsewhere, and that the recipient's country may have different data privacy laws and protections than the Participant's country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant's local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired upon exercise of the Option. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant's participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant's local human resources representative. The Participant understands, however, that refusing or withdrawing -7- the Participant's consent may affect the Participant's ability to participate in the Plan. For more information on the consequences of the Participant's refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant's local human resources representative. 16. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 17. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof. IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above. THE DUN & BRADSTREET CORPORATION By: ----------------------------------------- Leader, Human Resources, Winning Culture, & Team Member Communications -8- EX-10.3 4 db910759ex103.txt FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT EXHIBIT 10.3 THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD ([Award Date]) This RESTRICTED STOCK UNIT AWARD (this "Award") is being granted to __________________ (the "Participant") as of this ____ day of _________, 200_ (the "Award Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan"). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 1. Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan _________ restricted stock units ("RSUs"). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company's common stock, par value $.01 ("Share") on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder, of the Company. 2. Vesting. Subject to Sections 3, 4 and 9 below, the restrictions on the applicable percentage of RSUs shall lapse and such percentage of RSUs shall vest on each "Vesting Date" set forth in the following schedule provided the Participant remains in the continuous active employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date: Vesting Date Percentage of RSUs Vested # of RSUs Vested - ------------------------------- ------------------------- ---------------- [1st Anniversary of Award Date] 20% [2nd Anniversary of Award Date] 30% [3rd Anniversary of Award Date] 50% -1- 3. Termination of Employment Before [1st Anniversary of Award Date]. If the Participant's active employment with the Company and its Affiliates terminates for any reason prior [1st Anniversary of Award Date], the Participant shall forfeit all rights to and interests in the RSUs. 4. Termination of Employment On or After [1st Anniversary of Award Date]. If the Participant's active employment with the Company and its Affiliates terminates on or after [1st Anniversary of Award Date] due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant's active employment with the Company and it Affiliates terminates on or after [1st Anniversary of Award Date] for any reason other than Retirement, death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs 5. Voting. The Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares. 6. Dividend Equivalents. Unless the Committee determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (rounded down to the nearest whole RSU) based on the Fair Market Value (as defined in the Plan) of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid. 7. Transfer Restrictions. The RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs shall immediately become null and void and shall be forfeited. 8. Withholding Taxes. Regardless of any action the Company or the Participant's employer (the "Employer") takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related Items"), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant's responsibility -2- and that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU grant, including the grant or vesting of the RSU, the subsequent sale of Shares acquired and the receipt of any dividends; and (2) do not commit to structure the terms of the grant or any aspect of the RSU to reduce or eliminate my liability for Tax-Related Items. Notwithstanding anything to the contrary contained in this Agreement, it is a condition to the obligation of the Company to deliver the Shares that the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer to withhold all applicable Tax-Related Items legally payable by the Participant from the Participant's wages or other cash compensation paid to the Participant by the Company and/or the Employer or from proceeds of the sale of the Shares. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items, or (2) satisfy the minimum statutory withholding for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the delivery of the Shares by deducting from the total number of Shares to be delivered that number of Shares having a Fair Market Value equal to the applicable amount of withholding Tax-Related Items due. Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver the Shares if the Participant fails to comply with the Participant's obligations in connection with the Tax-Related Items as described in this section. 9. Change in Control. If there is a Change in Control of the Company, any unvested RSUs shall become fully vested provided the Participant remains in the continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control (such accelerated vesting date, also being referred to herein as a Vesting Date). -3- 10. Delivery of Shares. Until the Company determines otherwise, delivery of Shares on each applicable Vesting Date will be administered by the Company's transfer agent or an independent third-party broker selected from time to time by the Company. 11. Change in Capital Structure. The terms of this Award, including the number of RSUs, shall be adjusted as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization. 12. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant's timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant. 13. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 14. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this award shall not entitle the Participant to participate with respect to any other award in the future, even if RSUs have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the employee's "salary," and thus, shall not be taken into account for purposes of determining the Participant's termination indemnity, severance pay, -4- retirement or pension payment, or any other employee benefits, except to the extent required under applicable law. All decisions with respect to future RSUs, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the RSU grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSU grant will not be interpreted to form an employment contract with the Employer or any subsidiary or affiliate of the Company. In consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the Shares obtained under the Award resulting from termination of the Participant's employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant shall be deemed irrevocably to have waived the Participant's entitlement to pursue such claim. Notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive RSUs and vest in RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant's RSU grant. 15. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant's creditors. 16. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant's personal data as described in this document by and among, as applicable, the Employer, and the Company and its subsidiaries and affiliates for the exclusive -5- purpose of implementing, administering and managing the Participant's participation in the Plan. The Participant understands that the Company and the Employer hold certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant's favor, for the purpose of implementing, administering and managing the Plan ("Data"). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant's country or elsewhere, and that the recipient's country may have different data privacy laws and protections than the Participant's country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant's local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired under the RSU. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant's participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant's local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant's consent may affect the Participant's ability to participate in the Plan. For more information on the consequences of the Participant's refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant's local human resources representative. -6- 17. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 18. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof. IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly executed as of the date first written above. THE DUN & BRADSTREET CORPORATION By: ----------------------------------------- Leader, Human Resources, Winning Culture, & Team Member Communications -7- EX-10.4 5 db910759ex104.txt FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT EXHIBIT 10.4 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN STOCK OPTION AWARD ([Grant Date]) This STOCK OPTION AWARD (this "Award") is being granted to __________________ (the "Participant") as of this ___ day of _______, 200_ (the "Grant Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to the 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN (the "Plan"). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an "Option") to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of _______ shares of the Company's Common Stock, par value $.01 per share (the "Shares"), at a purchase price per Share of $_________ (the "Option Price"). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code. 2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the "Expiration Date") and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award. 3. Vesting. Except as otherwise provided herein, this Option shall vest and become exercisable on the first anniversary of the Grant Date. This Option shall cease to vest upon the Participant's termination of service, and may be exercised after the Participant's date of termination only as set forth below. 4. Termination of Service. (a) Exercisability Upon Termination of Service by Death. If the Participant's service with the Company and its Subsidiaries terminates by reason of death after the first -1- anniversary of the Grant Date, 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. (b) Exercisability Upon Termination of Service by Disability or Retirement. If the Participant's service with the Company and its Subsidiaries terminates by reason of Disability or Retirement after the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the shorter of (A) the remaining term of the Option or (B) five years after the date of such termination of service, provided, however, that if the Participant 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 (i) the remaining term of the Option or (ii) 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. (c) Effect of Other Termination of Service. If the Participant's service with the Company and its Subsidiaries terminates by reason of Disability or Retirement prior to the first anniversary of the Grant Date, 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 termination of service, for a prorated number of Shares (rounded down to the nearest whole Share) equal to (x) the number of Shares subject to such Option multiplied by (y) a fraction the numerator of which is the number of days the Participant served on the Board subsequent to the Grant Date and the denominator of which is 365. If a Participant's service with the Company and its Subsidiaries terminates for any reason other than death, Disability or Retirement, the unexercised vested portion of such Option shall terminate thirty days following such termination of service. 5. Manner of Exercise. (a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company. (b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company's insider trading policy. -2- (c) Tax Withholding. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the exercise of this Option by deducting from the total number of Shares that have become vested that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. The Participant may elect to fully satisfy the minimum statutory withholding taxes by a payment in cash of such obligation to the Company. 6. Nontransferability of Option. This Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution and during the lifetime of the Participant may only be exercised by the Participant. An Option exercisable after the death of the Participant (or, to the extent the Board determines, an Eligible Transferee) may be executed by the legatees, personal representatives or distributees of the Participant (or, to the extent the Board determines, the legatees, personal representatives or distributees of the Eligible Transferee). 7. Change in Control. The unexercised portion of this Option shall vest in full upon the occurrence of a Change in Control. 8. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such the Participant or permitted transferee shall become the holder of record thereof. 9. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Office of the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Board arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. -3- 10. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the 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. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 12. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof. IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above. THE DUN & BRADSTREET CORPORATION By: ------------------------------------ Name: David J. Lewinter Title: General Counsel and Corporate Secretary -4- EX-10.5 6 db910759ex105.txt FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT EXHIBIT 10.5 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD ([Award Date]) This RESTRICTED STOCK UNIT AWARD (this "Award") is being granted to __________________ (the "Participant") as of this ___ day of _______, 200_ (the "Award Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to the 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN (the "Plan"). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan. 1. Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan _________ restricted stock units ("RSUs"). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company's common stock, par value $.01 ("Share") on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor, and no rights as a shareholder, of the Company. This Award will be null and void if the Company's shareholders fail to approve the proposed amendments to the Plan at the 2005 Annual Meeting. 2. Vesting. Subject to Section 7, the restrictions on the applicable percentage of RSUs shall lapse and the RSUs shall vest on the "Vesting Date" which shall be the earlier of (x) the third anniversary of the Award Date or (y) the termination of the Participant's service as a non-employee director of the Company for any reason. 3. Voting. The Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares. 4. Dividend Equivalents. Unless the Board determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (rounded down to the nearest whole RSU) based on the Fair Market Value (as defined in the Plan) of a Share on the dividend -1- payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid. 5. Transfer Restrictions. The RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs shall immediately become null and void and shall be forfeited. 6. Withholding Taxes. Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to deliver the Shares that all applicable withholding taxes be satisfied in full by the Participant. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Subsidiaries) arising from the delivery of the Shares by deducting from the total number of Shares to be delivered that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. 7. Change in Control. If there is a Change in Control of the Company, any unvested RSUs shall become fully vested (such accelerated vesting date, also being referred to herein as a Vesting Date). 8. Delivery of Shares. Until the Company determines otherwise and subject to Section 12, delivery of Shares on each applicable Vesting Date will be administered by the Company's transfer agent or an independent third-party broker selected from time to time by the Company. In connection with a Change in Control of the Company, the Company will deliver Shares on the accelerated Vesting Date provided the actual Change in Control is a permissible distribution event under Section 409A of the Internal Revenue Code and, if otherwise, the Company will deliver the Shares on the scheduled Vesting Date. 9. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Office of the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Board arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be -2- within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant. 10. Applicability of Section 409A. If the Board determines that the Participant is a "key employee" within the meaning of Section 409A of the Internal Revenue Code and that, as a result of such status, delivery of the Shares underlying the RSUs would be subject to additional taxation under Section 409A of the Internal Revenue Code, the Company will delay delivery of the Shares until the earliest permissible date on which delivery may be made without triggering such additional taxation (with such delay not to exceed six months). 11. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant's creditors. 12. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein. 13. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof. IN WITNESS WHEREOF, this Restricted Stock Unit Award Agreement has been duly executed as of the date first written above. THE DUN & BRADSTREET CORPORATION By: ------------------------------------ Name: David J. Lewinter Title: General Counsel and Corporate Secretary -3- EX-99.1 7 db910759ex991.txt [LOGO OF D&B] DECIDE WITH CONFIDENCE EXHIBIT 99.1 Contacts : Yvette Rudich (Media) Kathy Guinnessey (Investors/Analysts) Rudichy@dnb.com Guinnesseyk@dnb.com 973.921.5986 973.921.5665 D&B ELECTS MICHAEL WINKLER TO ITS BOARD OF DIRECTORS Short Hills, N.J. - February 25, 2005 - D&B (NYSE: DNB), the leading provider of global business information, tools and insight, today announced that Michael J. Winkler, executive vice president, Customer Solutions Group and chief marketing officer at HP (NYSE:HPQ) (Nasdaq:HPQ) has been elected to D&B's board of directors, effective March 17, 2005. The appointment of Winkler expands D&B's board of directors to eleven members, including nine independent directors and Allan Z. Loren, chairman of the board and Steven W. Alesio, president and chief executive officer, both of D&B. Winkler will serve on the Company's Board's Affairs Committee. "We are pleased to welcome Michael to the Board," Allan Loren, Chairman of the Board, D&B said. "His extensive experience in leading and maintaining global customer relationships and sales will serve D&B well as we continue to work on achieving our aspiration to be the 'most trusted' source of business insight for our customers." A seasoned veteran in the industry, Winkler, 59, joined HP in 2002 after seven years at Compaq where he most recently served as executive vice president, Global Business Units. Previously, Winkler served four years as vice president and general manager of the Computer Systems division of Toshiba America Information Systems, Inc. He also held management positions at Xerox Corporation where he served on the board of directors of three Xerox joint venture companies. ### ABOUT D&B D&B (NYSE: DNB), the leading provider of global business information, tools and insight, has enabled customers to Decide with Confidence for over 160 years. D&B's proprietary DUNSRight(TM) process provides customers with quality information whenever and wherever they need it. This quality information is the foundation of D&B's solutions that customers rely on to make critical business decisions. Customers use D&B Risk Management Solutions to mitigate risk, increase cash flow and drive increased profitability, D&B Sales & Marketing Solutions to increase revenue from new and existing customers, and D&B Supply Management Solutions to identify purchasing savings, manage risk and ensure compliance within the supply base. D&B's E-Business Solutions help customers convert prospects to clients faster. For more information, please visit www.dnb.com. -----END PRIVACY-ENHANCED MESSAGE-----