Exhibit 10q
SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
OF
THE DUN & BRADSTREET CORPORATION
(as amended effective January 15, 1997)
PREAMBLE
The principal purpose of this Supplemental Executive Benefit Plan
is to ensure the payment of a competitive level of retirement income and
disability benefits in order to attract, retain and motivate selected executives
of the Corporation and its affiliated companies.
SECTION 1
Definitions
1.1 "Affiliate" means any corporation, partnership, division or
other organization controlling, controlled by or under common control with the
Corporation or any joint venture entered into by the Corporation.
1.2 "Average Final Compensation" means the greater of (i) a
Participant's or Vested Former Participant's average final compensation as
defined in The Dun & Bradstreet Corporation Retirement Account as if no
provision were set forth therein incorporating limitations imposed by Sections
401, 415 or any other applicable Section of the Internal Revenue Code, or, (ii)
if the Participant is disabled at the time of his Retirement, the Participant's
Basic Earnings. For purposes of (i), Average Final Compensation will not include
an employee's compensation while the employee is a Vested Former Participant or
a Former Participant and will include compensation from the date of the
Participant's employment with the Corporation or an Affiliate.
S:\01743\97RET\SEBP97.WPD
1.3 "Basic Disability Plan" means as to any Participant either (i)
the long-term disability plan of the Corporation or an Affiliate pursuant to
which long-term disability benefits are payable to such Participant or, (ii) if
the Affiliate which employs such Participant has not adopted a long-term
disability plan, the long-term disability plan of the Corporation.
1.4 "Basic Disability Plan Benefit" means the amount of benefits
actually payable to a Participant from the Basic Disability Plan or which would
be payable if the Participant were a member of such Plan. For purposes of
determining a Participant's Basic Disability Plan Benefit, a disability benefit
shall not be treated as actually payable to a Participant unless the Participant
is actually covered by a long-term disability plan of the Corporation or an
Affiliate.
1.5 "Basic Earnings" means a Participant's total earnings received
as an employee as salary or wages in the twelve months immediately preceding the
onset of the Participant's disability, including any amounts deferred under a
plan qualified under Section 401(k) of the Internal Revenue Code, amounts
contributed on a Participant's behalf on a salary reduction basis to a cafeteria
plan described in Section 125 of the Internal Revenue Code, cash bonuses and
commissions, but excluding any pension, retainers, severance pay, income derived
from stock options, stock appreciation rights and restricted stock awards and
dispositions of stock acquired thereunder, payments dependent upon any
contingency after the period of Credited Service and other special remuneration
(including performance units).
1.6 "Basic Plan" means as to any Participant or Vested Former
Participant, the defined benefit pension plan of the Corporation or an
Affiliate, which is intended to meet the requirements of Code Section 401(a) and
pursuant to which retirement benefits are payable to such Participant or Vested
Former Participant or to the Surviving Spouse or designated beneficiary of a
deceased Participant or Vested Former Participant.
1.7 "Basic Plan Benefit" means the amount of benefits payable from
the Basic Plan to a Participant or Vested Former Participant.
1.8 "Board" means the Board of Directors of The Dun &
Bradstreet Corporation.
1.9 "Change in Control" means: (a) Any "person," as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than the Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation, or any
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 30% or more of the combined voting power of the
Corporation's then outstanding securities;
(b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clause (a), (c) or (d) of this
Section) whose election by the Board or nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved cease for any reason to constitute at least a majority thereof;
(c) the stockholders of the Corporation approve a merger or consolidation
of the Corporation with any other company, other than (1) a merger or
consolidation which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than 50% of the
combined voting power of the Corporation's then outstanding securities; or
(d) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets.
1.10 "Committee" means the Executive Compensation and Stock Option
Committee of the Board.
1.11 "Corporation" means The Dun & Bradstreet Corporation, a Delaware
corporation, and any successor or assigns thereto.
1.12 "Credited Service" means a Participant's, Former
Participant's or Vested Former Participant's Credited Service as defined in The
Dun & Bradstreet Corporation Retirement Account, except that Credited Service
will include service while the Participant is receiving Disability Benefits and
service from the date the Participant, Former Participant or Vested Former
Participant was employed by the Corporation or an Affiliate, but will not
include service while an employee is a Former Participant or Vested Former
Participant. However, in the case of an acquired company, the Participant's,
Former Participant's or Vested Former Participant's service with that company
prior to the date of acquisition will not be counted unless such service is
recognized for benefit accrual purposes under the relevant Basic Plan.
1.13 "Disability Benefit" means the benefits provided to
Participants and Vested Former Participants pursuant to Section 5 of the Plan.
1.14 "Effective Date" means July 1, 1989.
1.15 "Election" means an election as to the form of benefit payment made
pursuant to Section 4.5 of the Plan.
1.16 "Election Date" means the date that a properly completed
election form with respect to an Election or a Special Election is received by
the Corporation's Treasurer.
1.17 "Former Participant" means an employee who has not completed
five or more years of Credited Service at the time his employment with the
Corporation or an Affiliate terminates or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.
1.18 "Other Disability Income" means (A) the disability insurance
benefit that the Participant is entitled to receive under the Federal Social
Security Act while he is receiving the Basic Disability Plan Benefit and (B) the
disability income payable to a Participant from the following sources:
(a) any supplemental executive disability plan of any Affiliate; and
(b) any other contract, agreement or other arrangement with the Corporation
or an Affiliate (excluding any Basic Disability Plan) to the extent it provides
disability benefits. 1.19 "Other Retirement Income" means (A)(i) the Social
Security retirement benefit that the Participant or Vested Former Participant is
entitled to receive under the Federal Social Security Act as of the date of his
Retirement or, (ii) if the Participant or Vested Former Participant is not
eligible to receive a Social Security retirement benefit commencing on such
date, the Social Security retirement benefit he is entitled to receive at the
earliest age he is eligible to receive such a benefit, discounted to the date
his Benefit under the Plan actually commences, using the actuarial assumptions
then in use under the relevant Basic Plan, assuming for purposes of (i) and (ii)
above that for years prior to the Participant's employment with the Corporation
and for years following the Participant's termination of employment with the
Corporation up until the Participant attains age 62, the Participant earned
compensation so as to accrue the maximum Social Security benefits, and (B) the
retirement income payable to a Participant or Vested Former Participant from the
following sources:
(a) any retirement benefits equalization plan of the Corporation or an
Affiliate the
purpose of which is to provide the Participant or Vested Former Participant with
the benefits he is precluded from receiving under any relevant Basic Plan as a
result of limitations under the Internal Revenue Code; and
(b) any supplemental executive retirement plan of any Affiliate; and
(c) any other contract, agreement or other arrangement with the Corporation
or an Affiliate (excluding any Basic Plan and any defined contribution plan
intended to meet the requirements of Section 401(a) of the Code) to the extent
it provides retirement or pension benefits.
1.20 "Participant" means an employee of the Corporation or an
Affiliate who becomes a participant in the Plan pursuant to Section 2 and has
not been removed pursuant to Section 2.2.
1.21 "Plan" means this Supplemental Executive Benefit Plan of The
Dun & Bradstreet Corporation, as amended from time to time.
1.22 "Potential Change in Control" means:
(a) the Corporation enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control of the Corporation;
(b) any person (including the Corporation) publicly announces an intention
to take or to consider taking actions which if consummated would constitute a
Change in Control of the Corporation;
(c) any person, other than a trustee or their fiduciary holding securities
under an employee benefit plan of the Corporation (or a Corporation owned,
directly or indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation), who is or
becomes the beneficial owner, directly or indirectly, of securities of the
Corporation representing 9.5% or more of the combined voting power of the
Corporation's then outstanding securities, increases his beneficial ownership of
such securities by 5% or more over the percentage so owned by such person; or
(d) the Board adopts a resolution to the effect that, for purposes of this
Plan, a Potential Change in Control of the Corporation has occurred.
1.23 "Retirement" means the termination, other than at death, of a
Participant's or Vested Former Participant's employment with the Corporation or
an Affiliate (i) after reaching age 55 and completing ten years of Vesting
Service, or (ii) immediately following the cessation of the payment of
Disability Benefits under the Plan to such Participant or Vested Former
Participant while he is still disabled, as such term is defined under the Basic
Disability Plan.
1.24 "Retirement Benefit" means the benefits provided to
Participants and Vested Former Participants pursuant to Section 4 of the Plan.
1.25 "Special Election" means an election as to the form of
benefit payment made pursuant to Section 4.6 of the Plan.
1.26 "Surviving Spouse" means the spouse of a deceased Participant
or Vested Former Participant to whom such Participant or Vested Former
Participant is legally married immediately preceding such Participant or Vested
Former Participant's death.
1.27 "Surviving Spouse's Benefits" mean the benefits provided to a
Participant's or Vested Former Participant's Surviving Spouse pursuant to
Section 6 of the Plan.
1.28 "Vested Former Participant" means an employee who completed
five or more years of Credited Service at the time his employment with the
Corporation or an Affiliate terminated or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.
1.29 The masculine gender, where appearing in the Plan, will be
deemed to include the feminine gender, and the singular may include the plural,
unless the context clearly indicates to the contrary.
SECTION 2
Eligibility and Participation
2.1 All key management employees of the Corporation and its
Affiliates who are responsible for the management, growth or protection of the
business of the Corporation and its Affiliates, who are designated by the Chief
Executive Officer of the Corporation in writing, are eligible, upon approval by
the Committee, for participation in the Plan as of the effective date of such
designation.
2.2 A Participant's participation in the Plan shall terminate upon
termination of his or her employment. Prior to termination of employment, a
participant may be removed, upon written notice by the Chief Executive Officer
of the Corporation and with the approval of the Committee, from further
participation in the Plan. As of the date of termination or removal, no further
benefits shall accrue to such individual.
SECTION 3
Eligibility For Benefits
3.1 Each Participant or Vested Former Participant is eligible for
an annual Retirement Benefit under this Plan upon Retirement, or upon
termination of employment with the Corporation before Retirement after
completing five or more years of Credited Service.
3.2 Each Participant is eligible to commence receiving a
Disability Benefit under this Plan upon the actual or deemed commencement of
benefits under the relevant Basic Disability Plan. Notwithstanding the above, a
Participant may not receive a Disability Benefit if he has not previously
enrolled for the maximum disability insurance coverage available under the
relevant Basic Disability Plan.
3.3 Notwithstanding any other provision of the Plan to the
contrary, no benefits or no further benefits, as the case may be, shall be paid
to a Participant, Vested Former Participant or Surviving Spouse if the Committee
reasonably determines that such Participant or Vested Former Participant has:
(i) To the detriment of the Corporation or any Affiliate, directly or
indirectly acquired, without the prior written consent of the Committee, an
interest in any other company, firm, association, or organization (other than an
investment interest of less than 1% in a publicly-owned company or
organization), the business of which is in direct competition with any business
of the Corporation or an Affiliate;
(ii) To the detriment of the Corporation or any Affiliate, directly or
indirectly competed with the Corporation or any Affiliate as an owner, employee,
partner, director or contractor of a business, in a field of business activity
in which the Participant or Vested Former Participant has been primarily engaged
on behalf of the Corporation or any Affiliate or in which he has considerable
knowledge as a result of his employment by the Corporation or any Affiliate,
either for his own benefit or with any person other than the Corporation or any
Affiliate, without the prior written consent of the Committee; or
(iii) Been discharged from employment with the Corporation or any Affiliate
for "Cause". "Cause" shall include the occurrence of any of the following events
or such other dishonest or disloyal act or omission as the Committee reasonably
determines to be "cause":
(a) The Participant or Vested Former Participant has misappropriated any
funds or property of the Corporation or any Affiliate or committed any other act
of willful malfeasance or willful misconduct in connection with his or her
employment;
(b) The Participant or Vested Former Participant has, without the prior
knowledge or written consent of the Committee, obtained personal profit as a
result of any transaction by a third party with the Corporation or any
Affiliate; or
(c) The Participant or Vested Former Participant has sold or otherwise
imparted to any person, firm, or corporation the names of the customers of the
Corporation or any Affiliate or any confidential records, data, formulae,
specifications and other trade secrets or other information of value to the
Corporation or any Affiliate derived by his or her association with the
Corporation or any Affiliate.
(d) The Participant or Vested Former Participant fails, on a continuing
basis, to perform such duties as are requested by any employee to whom the
Participant or Vested Former Participant reports or the Board; or
(e) The Participant or Vested Former Participant commits any felony or any
misdemeanor involving moral turpitude.
In any case described in this Section 3.3, the Participant, Vested Former
Participant or Surviving Spouse shall be given prior written notice that no
benefits or no further benefits, as the case may be, will be paid to such
Participant, Vested Former Participant or Surviving Spouse. Such written notice
shall specify the particular act(s), or failures to act, on the basis of which
the decision to terminate benefits has been made.
3.4 (a) Notwithstanding any other provision of the Plan to the
contrary, a Participant or Vested Former Participant who receives in a lump sum
any portion of his Retirement Benefit pursuant to an Election or Special
Election shall receive such lump sum portion of his Retirement Benefit subject
to the condition that if such Participant or Vested Former Participant engages
in any of the acts described in clause (i) or (ii) of Section 3.3, then such
Participant or Vested Former Participant shall within 60 days after written
notice by the Corporation repay to the Corporation the amount described in
Section 3.4(b).
(b) The amount described under this Section 3.4(b) shall equal the amount,
as determined by the Committee, of the Participant's or Vested Former
Participant's lump sum benefit paid under this Plan to which such Participant or
Vested Former Participant would not have been entitled, if such lump sum benefit
had instead been payable in the form of an annuity under this Plan and such
annuity payments were subject to the provisions of Section 3.3.
SECTION 4
Amount and Form of Retirement Benefits
4.1 The Retirement Benefit provided by the Plan is designed to
provide each Participant and Vested Former Participant with an annual pension
from the Plan and certain other sources equal to his Retirement Benefit as
hereinafter specified. Thus, the Retirement Benefits described hereunder as
payable to Participants and Vested Former Participants will be offset by
retirement benefits payable from sources outside the Plan as specified herein.
4.2 (a) The Retirement Benefit of a Participant or Vested Former
Participant upon Retirement shall be an annual benefit equal to (i) for a
Participant or Vested Former Participant who had attained age fifty and had been
credited with at least ten years of Vesting Service as of January 15, 1997 or a
Participant or Vested Former Participant whose age plus years of Vesting Service
is equal to or greater than 70 as of January 15, 1997, or other individuals
designated by the Chief Executive Officer;
50% of his Average Final Compensation with respect to his first ten years of
Credited Service, plus 2% of such Average Final Compensation for each year of
Credited Service in excess of ten years of Credited Service, but not to exceed
fifteen years of Credited Service, offset by his Other Retirement Income and his
Basic Plan Benefit. A full month is credited for each completed and partial
month of age and Credited Service; (ii) for all other Participants or Vested
Former Participants; 40% of his Average Final Compensation with respect to his
first ten years of credited service, plus 2% of Average Final Compensation for
each year of Credited Service in excess of ten years of Credited Service, but
not to exceed twenty years of Credited Service, offset by his Other Retirement
Income and his Basic Plan Benefit. A full month is credited for each completed
and partial month of Credited Service. If such a Participant or Vested Former
Participant retires before age 60 without the Corporation's consent, his
Retirement Benefit shall be reduced by 3% for each year or fraction thereof that
Retirement commenced prior to reaching age 60.
(b) Any portion of the Retirement Benefit provided under this Section 4.2
payable in the form of an annuity pursuant to Section 4.4 shall be payable in
monthly installments and will commence on the first day of the calendar month
coinciding with or next following the day the Participant or Vested Former
Participant retires, and any portion of such Retirement Benefit payable in a
lump sum pursuant to Section 4.4 shall be paid on the date that is sixty days
after the date when annuity payments under this Section 4.2 commence, or would
commence if any portion of the Retirement Benefit were payable in the form of an
annuity, or as soon as practicable thereafter, provided the Committee has
approved any such lump sum payments.
4.3 (a) Subject to Section 4.3(c), the Retirement Benefit of a
Participant or Vested Former Participant who terminates employment with the
Corporation with five or more years of Credited Service before he is eligible to
retire under the relevant Basic Plan shall be an annual benefit equal to (i) for
a Participant or Vested Former Participant who had attained age fifty and had
been credited with at least ten years of Vesting Service as of January 15, 1997
or a Participant or Vested Former Participant whose age plus years of Vesting
Service is equal to or greater than 70 as of January 15, 1997, or other
individuals designated by the Chief Executive Officer; 25% of his Average Final
Compensation for his first five years of Credited Service, plus 5% of Average
Final Compensation for each additional year of Credited Service between six and
ten years of Credited Service, plus 2% of Average Final Compensation for each
additional year of Credited Service from 11 to 15 years, offset by his Other
Retirement Income and his Basic Plan Benefit. A full month is credited for each
completed and partial month of Credited Service, and (ii) for all other
Participants or Vested Former Participants; 20% of his Average Final
Compensation with respect to his first five years of Credited Service, plus 4%
of Average Final Compensation for each additional year of Credited Service
between six and ten years of Credited Service, plus 2% of Average Final
Compensation for each additional year of Credited Service from 11 to 20 years,
offset by his Other Retirement Income and his Basic Plan Benefit. A full month
is credited for each completed and partial month of Credited Service.
(b) Any portion of the Retirement Benefit provided under this Section 4.3
payable in the form of an annuity pursuant to Section 4.4 shall be payable in
monthly installments and will commence on the first day of the calendar month
coinciding with or next following the day the Participant or Vested Former
Participant reaches age 55 or the date of his termination, if later, and any
portion of such Retirement Benefit payable in a lump sum pursuant to Section 4.4
shall be paid on the date that is 60 days after the date when annuity payments
under this Section 4.3 commence, or would commence if any portion of the
Retirement Benefit were payable in the form of an annuity, or as soon as
practicable thereafter, provided the Committee has approved any such lump sum
payments.
(c) If a Participant or Vested Former Participant terminates employment
with the Corporation without the Corporation's consent, and the payment of his
Retirement Benefit commences, or would commence if it were payable in the form
of an annuity, before he reaches age 60, his Retirement Benefit shall be reduced
by 10% for each year or fraction thereof that the payment of his Retirement
Benefit commences, or would commence if it were payable in the form of an
annuity, prior to his reaching age 60.
4.4 (a) Except as provided under Section 4.4(b) or Section 4.4(c),
a Retirement Benefit under this Plan shall be payable to a Participant or Vested
Former Participant in the form of a straight life annuity and without regard to
any optional form of benefits elected under the Basic Plan.
(b) If a Participant or a Vested Former Participant makes an Election while
he is a Participant pursuant to Section 4.5 or a Special Election pursuant to
Section 4.6 and such Election or Special Election becomes effective (i) prior to
the date such Participant or such Vested Former Participant retires or
terminates employment with the Corporation or an Affiliate and (ii) while he was
still a Participant, a Retirement Benefit under this Plan shall be payable to
such Participant or such Vested Former Participant in the form or combination of
forms of payment elected pursuant to such Election or Special Election under
Section 4.5 or Section 4.6, as the case may be, and without regard to any
optional form of benefit elected under the Basic Plan. Any lump sum distribution
of a Participant's or Vested Former Participant's Retirement Benefit under the
Plan shall fully satisfy all present and future Plan liability with respect to
such Participant or Vested Former Participant for such portion or all of such
Retirement Benefit so distributed.
(c) Notwithstanding any Election or Special Election made under Section 4.5
or 4.6, if the lump sum value, determined in the same manner as provided under
Section 4.5(a), of a Participant's or Vested Former Participant's Retirement
Benefit is $10,000 or less at the time such Retirement Benefit is payable under
this Plan, such benefit shall be payable as a lump sum.
(d) If the Retirement Benefit under this Plan is payable to a Participant
or Vested Former Participant in a different form and/or at a different time than
his Other Retirement Income or his Basic Plan Benefits, the offset provided in
this Plan for such Participant's or Vested Former Participant's Other Retirement
Income and Basic Plan Benefit shall be converted, using actuarial assumptions
that are reasonable and appropriate and in accordance with applicable law at the
time the benefit under this Plan is determined, to the extent required as
follows, but solely for purposes of calculating the amount of such offset:
(i) a percentage of the benefits to be offset equal to the percentage of
such Participant's or Vested Former Participant's benefits payable in the form
of an annuity under this Plan shall be actuarially converted to the extent
required into the form of a straight life annuity, commencing at the time such
benefits payable under this Plan commence or on the date such Participant or
Vested Former Participant would first become eligible for the payment of such
benefits under this Plan, if earlier; and
(ii) the balance, if any, of the benefits to be offset shall be actuarially
converted to a lump sum payment payable on the date which is 60 days after the
date described in Section 4.4(d)(i).
4.5 (a) A Participant may elect, on a form supplied by the
Committee, to receive all, none, or a specified portion, as provided in Section
4.5(c), of his Retirement Benefit under the Plan in a lump sum and to receive
any balance of such Retirement Benefit in the form of an annuity; provided that
any such Election shall be effective for purposes of this Plan only if the
conditions of Section 4.5(b) are satisfied. A Participant may elect a payment
form different than the payment form previously elected by him under this
Section 4.5(a) by filing a revised election form; provided that any such new
Election shall be effective only if the conditions of Section 4.5(b) are
satisfied with respect to such new Election. Any prior Election made by a
Participant that has satisfied the conditions of Section 4.5(b) remains
effective for purposes of the Plan until such Participant has made a new
Election satisfying the conditions of Section 4.5(b). The amount of any portion
of a Participant's or a Vested Former Participant's Retirement Benefit payable
as a lump sum under this Section 4.5 will equal the present value of such
portion of the Retirement Benefit, and such present value shall be determined
(i) based on a discount rate equal to 85% of the average of the 15-year
non-callable U.S. Treasury bond yields as of the close of business on the last
business day of each of the three months immediately preceding the date the
annuity value is determined and (ii) using the 1983 Group Annuity Mortality
Table.
(b) A Participant's Election under Section 4.5(a) becomes effective only if
the following conditions are satisfied: (i) such Participant remains in the
employment of the Corporation or an Affiliate, as the case may be, for the full
twelve calendar months immediately following the Election Date of such Election,
except in case of death or disability of such Participant as provided in Section
4.5(d) and (ii) such Participant complies with the administrative procedures set
forth by the Committee with respect to the making of the Election.
(c) A Participant making an election under Section 4.5(a) may specify the
portion of his Retirement Benefit under the Plan to be received in a lump sum as
follows: 0 percent, 25 percent, 50 percent, 75 percent or 100 percent.
(d) In the event a Participant who has made an Election pursuant to Section
4.5(a) dies or becomes totally and permanently disabled for purposes of the
relevant Basic Disability Plan while employed by the Corporation or an Affiliate
and such death or total and permanent disability occurs during the
twelve-calendar-month period, as described under Section 4.5(b)(i), immediately
following the Election Date of such Election, the condition under Section
4.5(b)(i) shall be deemed satisfied with respect to such Participant.
4.6 (a) Any Participant (except the Chairman of the Board of
Directors of the Corporation on December 21, 1994) who as of December 31, 1994
(i) is age 54 or older and (ii) has at least 4 years of Credited Service may
elect, on a form supplied by the Committee, to receive all, none, or a specified
portion, in the same percentages as described in Section 4.5(c), of his
Retirement Benefit under the Plan in a lump sum and to receive any balance of
such Retirement Benefit in the form of an annuity; provided that any such
Special Election shall be effective for purposes of this Plan only if such
Participant remains in employment with the Corporation or an Affiliate, as the
case may be, for the one calendar month immediately following the Election Date,
except in the case of death or total and permanent disability as provided in
Section 4.6(b), and complies with the administrative procedures set forth by the
Committee for making such Special Election; and provided further that the
Election Date with respect to any such Special Election is not later than
January 31, 1995. The amount of any portion of a Participant's or a Vested
Former Participant's Retirement Benefit payable as a lump sum under this Section
4.6 will equal the present value of such portion of the Retirement Benefit, and
such present value shall be determined (i) based on a discount rate equal to the
average of 85% of the 15-year non-callable U.S. Treasury bond yields as of the
close of business on the last business day of each of the three months
immediately preceding the date the annuity value is determined and (ii) using
the 1993 Group Annuity Mortality Table.
(b) In the event a Participant who has made a Special Election pursuant to
Section 4.6(a) dies or becomes totally and permanently disabled for purposes of
the relevant Basic Disability Plan while employed by the Corporation or an
Affiliate and such death or total and permanent disability occurs during the
one-calendar-month period, as described under Section 4.6(a) immediately
following the Election Date of such Special Election, the condition under
Section 4.6(a) requiring that such Participant remain employed with the
Corporation or an Affiliate, as the case may be, for the one-calendar-month
period immediately following the Election Date of such Election shall be deemed
satisfied.
4.7 Subject to Section 3.1, Section 3.3, Section 3.4 and the
foregoing limitations of this Section 4, the Retirement Benefit of each
Participant and Vested Former Participant under the Plan shall at all times be
100% vested and nonforfeitable.
4.8 (a) Subject to Section 4.8(c), the Corporation shall indemnify
each Participant, Vested Former Participant and Surviving Spouse who receives
any portion of a Retirement Benefit or Surviving Spouse's Benefit under this
Plan in the form of an annuity for any interest and penalties that may be
assessed by the U.S. Internal Revenue Service (the "Service") with respect to
U.S. Federal income tax on such benefits (payable under the Plan in the form of
an annuity) upon final settlement or judgment with respect to any such
assessment in favor of the Service, provided the basis for the assessment is
that the amendment of the Plan to provide for the Election or the Special
Election causes the Participant, Vested Former Participant or Surviving Spouse,
as the case may be, to be treated as being in constructive receipt of such
benefits prior to the time when such benefits are actually payable under the
Plan.
(b) In case any assessment shall be made against a Participant, Vested
Former Participant or Surviving Spouse as described in Section 4.8(a), such
Participant, Vested Former Participant or Surviving Spouse, as the case may be
(the "indemnified party"), shall promptly notify the Corporation's Treasurer in
writing and the Corporation, upon request of such indemnified party, shall
select and retain an accountant or legal counsel reasonably satisfactory to the
indemnified party to represent the indemnified party in connection with such
assessment and shall pay the fees and expenses of such an accountant or legal
counsel related to such representation, and the Corporation shall have the right
to determine how and when such assessment by the Service should be settled,
litigated or appealed. In connection with any such assessment, any indemnified
party shall have the right to retain his own accountant or legal counsel, but
the fees and expenses of such accountant or legal counsel shall be at the
expense of such indemnified party unless the Corporation and the indemnified
party shall have mutually agreed to the retention of such accountant or legal
counsel.
(c) The Corporation shall not be liable for any payments under this Section
4.8 with respect to any assessment described in Section 4.8(a) if a Participant,
Vested Former Participant or Surviving Spouse against whom such assessment is
made has not promptly notified or allowed the Corporation to participate with
respect to such assessment in the manner described in Section 4.8(b) or,
following demand by the Corporation, has not made the deposit to avoid
additional interest or penalties as described in Section 4.8(d) or has agreed
to, or otherwise settled with the Service with respect to, such assessment
without the Corporation's written consent, provided, however, (i) if such
assessment is settled with such consent or if there is a final judgment for the
Service, (ii) the Corporation has been notified and allowed to participate in
the manner as provided in Section 4.8(b) and (iii) such Participant, Vested
Former Participant or Surviving Spouse has made any required deposit to avoid
additional interest or penalty as described in Section 4.8(d), the Corporation
agrees to indemnify the indemnified party to the extent set forth in this
Section 4.8.
(d) In the event a final settlement or judgment with respect to an
assessment as described under Section 4.8 has been made against a Participant,
Vested Former Participant or Surviving Spouse, such Participant, Vested Former
Participant or Surviving Spouse may elect to receive a portion or all of his
Retirement Benefit or Surviving Spouse's Benefit that is otherwise payable as an
annuity under the Plan in the form of a lump sum in accordance with procedures
as the Committee may set forth, and such lump sum distribution will be made as
soon as practicable after any such election. At the time such assessment is made
against such Participant, Vested Former Participant or Surviving Spouse (the
"assessed party") and prior to any final settlement or judgment with respect to
such assessment, if so directed by the Corporation, such assessed party shall,
as a condition to receiving any indemnity under this Section 4.8, as soon as
practicable after notification of such assessment make a deposit with the
Service to avoid any additional interest or penalties with respect to such
assessment and, upon the request of such assessed party, the Corporation shall
lend, or arrange for the lending to, such assessed party a portion of his
remaining Retirement Benefit or Surviving Spouse's Benefit under the Plan, not
to exceed the lump sum value of such benefit under the Plan, determined using
the actuarial assumptions set forth in Section 4.5(a), solely for purposes of
providing the assessed party with funds to make a deposit with the Service to
avoid any additional interest or penalties with respect to such assessment.
SECTION 5
Disability Benefits
5.1 The Disability Benefit provided by the Plan is designed to
provide each Participant with a disability benefit from the Plan and certain
other sources equal to his Disability Benefit as hereinafter specified. Thus,
Disability Benefits described hereunder as payable to Participants will be
offset by disability benefits payable from sources outside the Plan (other than
benefits payable under the relevant Basic Disability Plan) as specified herein.
5.2 In the event that a Participant has become totally and
permanently disabled for the purposes of the relevant Basic Disability Plan, an
annual Disability Benefit shall be payable in monthly installments under this
Plan during the same period as disability benefits are actually or deemed paid
by the relevant Basic Disability Plan, in an amount equal to 60% of the
Participant's Basic Earnings. Such Disability Benefit shall be offset by the
Participant's Other Disability Income, if any. A Participant's Disability
Benefits shall also be offset by the Participant's Basic Plan Benefit, if the
Participant's Basic Disability Plan Benefit does not already include such an
offset.
SECTION 6
Surviving Spouse's Benefits
6.1 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed at least
ten years of Credited Service with the Corporation or an Affiliate and has
attained age 55, his Surviving Spouse will be entitled to a Surviving Spouse's
Benefit under this Plan equal to 50% of the Retirement Benefit that would have
been provided from the Plan had the Participant or Vested Former Participant
retired from the Corporation or an Affiliate with the Corporation's consent, on
the date of his death.
6.2 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed at least
five years of Credited Service with the Corporation or an Affiliate and has not
attained age 55, his Surviving Spouse will be entitled to a Surviving Spouse's
Benefit under this Plan equal to 50% of the Retirement Benefit that would have
been provided from the Plan had the Participant or Vested Former Participant
terminated employment with the Corporation or an Affiliate on the date of his
death with the Corporation's consent, and elected to have the payment of his
Basic Plan Benefit commence at age 55 in the form of a straight life annuity.
6.3 Upon the death of a Vested Former Participant while no longer
employed by the Corporation or an Affiliate, who has not attained age 55, his
Surviving Spouse will be entitled to a Surviving Spouse's Benefit under this
Plan equal to 50% of the Retirement Benefit that would have been provided from
the Plan to the Vested Former Participant at age 55, taking into account whether
the Corporation consented to the termination.
6.4 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed at least
five, but less than ten years of Credited Service with the Corporation or an
Affiliate and has attained age 55, his Surviving Spouse will be entitled to a
Surviving Spouse's Benefit under this Plan equal to 50% of the Retirement
Benefit that would have been provided from the Plan had the Participant or
Vested Former Participant terminated employment with the Corporation or an
Affiliate on the date of his death with the Corporation's consent and his Basic
Plan Benefit commenced immediately in the form of a straight life annuity.
6.5 Upon the death of a Vested Former Participant while he is
receiving Retirement Benefits, his Surviving Spouse shall receive a Surviving
Spouse's Benefit equal to 50% of the Retirement Benefit he was receiving at the
time of his death.
6.6 Except as provided in Section 6.8, the Surviving Spouse's
Benefit provided under Section 6.1, 6.4 and 6.5 will be payable monthly, will
commence as of the first day of the month coincident with or next following the
month in which the Participant or Vested Former Participant dies, and will
continue until the first day of the month in which the Surviving Spouse dies.
6.7 Except as provided in Section 6.8, the Surviving Spouse's
Benefit provided under Section 6.2 and 6.3 will be payable monthly, will
commence as of the first day of the month coincident with or next following the
month in which the Participant or Vested Former Participant would have attained
age 55, and will continue until the first day of the month in which the
Surviving Spouse dies.
6.8 (a) If a Participant or a Vested Former Participant while he
was a Participant has made an Election under Section 4.5 or a Special Election
under Section 4.6 and such Election or Special Election is effective on the date
of such Participant's or Vested Former Participant's death, the Surviving
Spouse's Benefit payable to a Surviving Spouse of such Participant or Vested
Former Participant will be payable in the form or combination of forms of
payment so elected by such Participant or Vested Former Participant pursuant to
such Election or Special Election. The amount of any lump sum payment under this
Section 6.8 shall be the present value of the applicable portion of the
Surviving Spouse's Benefit payable under the Plan, and such present value shall
be determined using the actuarial assumptions set forth in Section 4.5(a). Any
lump sum distribution of a Surviving Spouse's Surviving Spouse's Benefit under
the Plan shall fully satisfy all present and future Plan liability with respect
to such Surviving Spouse for such portion or all of such Surviving Spouse's
Benefit so distributed.
(b) Notwithstanding any Election or Special Election made under Section 4.5
or 4.6, if the lump sum value, determined in the same manner as provided under
Section 4.5(a), of a Surviving Spouse's Benefit is $10,000 or less at the time
such Surviving Spouse's Benefit is payable under this Plan, such benefit shall
be payable as a lump sum.
(c) Any portion of a Surviving Spouse's Benefit provided under Section 6.1,
6.4 and 6.5 which is payable as an annuity shall be paid in the manner and at
such time as set forth in Section 6.6, and any such benefit which is payable as
a lump sum shall be paid 60 days after the date when annuity payments commence,
or would commence if any portion of such Surviving Spouse's Benefit were payable
as an annuity as set forth in Section 6.6.
(d) Any portion of a Surviving Spouse's Benefit provided under Section 6.2
and 6.3 which is payable as an annuity shall be paid in the manner and at such
time as set forth in Section 6.7, and any such benefit which is payable as a
lump sum shall be paid 60 days after the date when annuity payments commence, or
would commence if any portion of such Surviving Spouse's Benefit were payable as
an annuity, as set forth in Section 6.7.
6.9 Notwithstanding the foregoing provisions of Section 6, the
amount of a Surviving Spouse's Benefit shall be reduced by one percentage point
for each year (including a half year or more as a full year) in excess of ten
that the age of the Participant or Vested Former Participant exceeds the age of
the Surviving Spouse.
SECTION 7
Committee
7.1 The Committee shall be responsible for the administration of
the Plan and may delegate to any management committee, employee, director or
agent its responsibility to perform any act hereunder, including without
limitation those matters involving the exercise of discretion, provided that
such delegation shall be subject to revocation at any time at its discretion.
The Committee shall have the authority to interpret the provisions of the Plan
and construe all of its terms, to adopt, amend, and rescind rules and
regulations for the administration of the Plan, and generally to conduct and
administer the Plan and to make all determinations in connection with the Plan
as may be necessary or advisable. All such actions of the Committee shall be
conclusive and binding upon all Participants, Former Participants, Vested Former
Participants and Surviving Spouses.
SECTION 8
Miscellaneous
8.1 The Board may, in its sole discretion, terminate, suspend or
amend this Plan at any time or from time to time, in whole or in part. However,
no termination, suspension or amendment of the Plan may adversely affect a
Participant's or Vested Former Participant's vested benefit under the Plan, or a
retired Participant's or Vested Former Participant's right or the right of a
Surviving Spouse to receive or to continue to receive a benefit in accordance
with the Plan as in effect on the date immediately preceding the date of such
termination, suspension or amendment.
8.2 Nothing contained herein will confer upon any Participant,
Former Participant or Vested Former Participant the right to be retained in the
service of the Corporation or any Affiliate, nor will it interfere with the
right of the Corporation or any Affiliate to discharge or otherwise deal with
Participants, Former Participants or Vested Former Participants with respect to
matters of employment without regard to the existence of the Plan.
8.3 Notwithstanding anything herein to the contrary, at any time
following the termination of service of a Participant or Vested Former
Participant, the Committee may authorize, under uniform rules applicable to all
Participants, Vested Former Participants and Surviving Spouses under the Plan, a
lump sum distribution of a Participant's, Vested Former Participant's and/or
Surviving Spouse's Retirement Benefit or Surviving Spouse's Benefit under the
Plan in an amount equal to the present value of such Retirement Benefit or
Surviving Spouse's Benefit, using the actuarial assumptions then in use for
funding purposes under The Dun & Bradstreet Corporation Retirement Account, in
full satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and/or Surviving Spouse, if the amount of
such present value is less than $250,000. Such lump sum distribution may be made
without the consent of the Participant, Vested Former Participant or Surviving
Spouse.
8.4 (a) Notwithstanding anything in this Plan to the contrary, if
a Participant has less than five years of Credited Service at the time of a
Change in Control, and as a result of the Change in Control, and before he
completes five years of Credited Service, (i) the Plan is terminated, (ii) the
Participant is removed from further participation in the Plan, or (iii) the
Participant is terminated as a result of action initiated directly or indirectly
by the Corporation or any Affiliate, such Participant shall be entitled to a
Benefit of 20% of his Average Final Compensation and the Corporation will remain
obligated to pay all benefits under the Plan.
(b) Notwithstanding anything in this Plan to the contrary, upon the
occurrence of a Change in Control, (i) no reduction shall be made in a
Participant's or Vested Former Participant's Retirement Benefit, notwithstanding
his termination of employment or Retirement prior to age 60 without the
Corporation's consent, (ii) the provisions of Section 3.3(i) and (ii) shall not
apply to any Participant, Vested Former Participant or Surviving Spouse, (iii)
each Participant and Vested Former Participant already receiving a Retirement
Benefit under the Plan shall receive a lump sum distribution of his unpaid
Retirement Benefit and, if he is married, his Surviving Spouse's Benefit under
the Plan within 30 days of the Change of Control in an amount equal to the
present value of such Retirement Benefit and Surviving Spouse's Benefit in full
satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and Surviving Spouse, if any, and each
Surviving Spouse already receiving a Surviving Spouse's Benefit under the Plan
shall receive a lump sum distribution of his unpaid Surviving Spouse's Benefit
at the same time in an amount equal to the present value of such Surviving
Spouse's Benefit in full satisfaction of Plan liability to such Surviving
Spouse, (iv) each Vested Former Participant who is not already receiving a
Retirement Benefit under the Plan shall receive a lump sum distribution of his
unpaid Retirement Benefit and, if he is married, his Surviving Spouse's Benefit
within 30 days of the Change in Control in an amount equal to the present value
of such Retirement Benefit and Surviving Spouse's Benefit, and each Surviving
Spouse of either a Vested Former Participant or a Participant with five or more
years of Credited Service who is not already receiving a Surviving Spouse's
Benefit under the Plan shall receive a lump sum distribution of his unpaid
Surviving Spouse's Benefit at the same time in amount equal to the present value
of such Surviving Spouse's Benefit, (v) each Participant with less than five
years of Credited Service who is entitled to a benefit under Section 8.4(a)
shall receive a lump sum distribution of the present value of such Retirement
Benefit within 30 days from the earlier of the date the Plan is terminated, the
date he is removed from further participation in the Plan, or the date his
employment with the Corporation is terminated, and of his Surviving Spouse's
Benefit based upon the amount of such Retirement Benefit if he is married on the
applicable date, and (vi) each Participant who is not included in (v) above and
who is not already receiving a Retirement Benefit under the Plan shall receive
(a) within 30 days of the later to occur of the date of such Change in Control
or the date he completes five years of Credited Service a lump sum distribution
of the present value of his accrued Retirement Benefit under the Plan as of the
applicable date and, if he is married on such date, the present value of his
Surviving Spouse's Benefit, and (b) within 30 days from the earliest of the date
of his Retirement or termination of employment with the Corporation, the date
the Plan is terminated or the date he is removed from further participation in
the Plan, a lump sum distribution of the present value of his additional
Retirement Benefit accrued after the applicable event in (a) computed as of the
applicable date herein set forth in (b) and, if he is married on such applicable
date, the present value of his surviving Spouse's Benefit. In determining the
amount of the lump sum distributions to be paid under this Section 8.4, the
following actuarial assumptions shall be used: (i) the interest rate used shall
be the interest rate used by the Pension Benefit Guaranty Corporation for
determining the value of immediate annuities as of January 1st of either the
year of the occurrence of the Change in Control or the participant's retirement
or termination of employment, whichever is applicable, (ii) the 1983 Group
Annuity Mortality Table shall be used; and (iii) it shall be assumed that all
participants retired or terminated employment with the Corporation on the date
of the occurrence of the Change in Control and with the Corporation's consent
for purposes of determining the amount of the lump sum distribution to be paid
upon the occurrence of the Change in Control.
8.5 (a) The Plan is unfunded, and the Corporation will make Plan
benefit payments solely on a current disbursement basis, provided, however, that
the Corporation reserves the right to purchase insurance contracts, which may or
may not be in the name of a Participant or Vested Former Participant, or
establish one or more trusts to provide alternative sources of benefit payments
under this Plan, provided, further, however, that upon the occurrence of a
"Potential Change in Control" the appropriate officers of the Corporation are
authorized to make such contributions to such trust or trusts as are necessary
to fund the lump sum distributions to Plan participants required pursuant to
Section 8.4 of this Plan in the event of a Change in Control. In determining the
amount of the necessary contribution to the trust or trusts in the event of a
Potential Change in Control, the following actuarial assumptions shall be used:
(i) the interest rate used shall be the interest rate used by the Pension
Benefit Guaranty Corporation for determining the value of immediate annuities as
of January 1st of the year of the occurrence of the Potential Change in Control,
(ii) the 1983 Group Annuity Mortality Table shall be used; and (iii) it shall be
assumed that all participants will retire or terminate employment with the
Corporation as soon as practicable after the occurrence of the Potential Change
in Control and with the Corporation's consent. The existence of any such
insurance contracts, trust or trusts shall not relieve the Corporation of any
liability to make benefit payments under this Plan, but to the extent any
benefit payments are made from any such insurance contract in the name of the
Corporation or any Affiliate or from any such trust, such payment shall be in
satisfaction of and shall reduce the Corporation's liabilities under this Plan.
Further, in the event of the Corporation's bankruptcy or insolvency, all
benefits accrued under this Plan shall immediately become due and payable in a
lump sum and all Participants, Vested Former Participants and Surviving Spouses
shall be entitled to share in the Corporation's assets in the same manner and to
the same extent as general unsecured creditors of the Corporation.
8.5 (b) Members and Vested Former Members shall have the status of
general unsecured creditors of the Corporation and this Plan constitutes a mere
promise by the Corporation to make benefit payments at the time or times
required hereunder. It is the intention of the Corporation that this Plan be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended and any trust created by the Corporation
and any assets held by such trust to assist the Corporation and any assets held
by such trust to assist the Corporation in meeting it obligations under the Plan
shall meet the requirements necessary to retain such unfunded status.
8.6 If any dispute arises under the Plan between the Corporation and a
Participant, Former Participant, Vested Former Participant or Surviving Spouse
(collectively or individually referred to as "Participant" in this Section 8.6)
as to the amount or timing of any benefit payable under the Plan or as to the
persons entitled thereto, such dispute shall be resolved by binding arbitration
proceedings initiated by either party to the dispute in accordance with the
rules of the American Arbitration Association and the results of such
proceedings shall be conclusive on both parties and shall not be subject to
judicial review. If the disputed benefits involve the benefits of a Participant
who is no longer employed by the Corporation or any Affiliate, the Corporation
shall pay or continue to pay the benefits claimed by the Participant until the
results of the arbitration proceedings are determined unless such claim is
patently without merit; provided, however, that if the results of the
arbitration proceedings are adverse to the Participant, then in such event the
recipient of the benefits shall be obligated to repay the excess benefits to the
Corporation. The Corporation expressly acknowledges that the amounts payable
under the Plan are necessary to the livelihood of Participants and their family
members and that any refusal or neglect to pay benefits under the preceding
sentence prior to the resolution of any dispute shall be prima facie evidence of
bad faith on its part and will be conclusive grounds for an arbitration award
resulting in an immediate lump sum payment to the Participant, of the
Participant's benefits under the Plan then due and payable to him, unless the
arbitrator determines that the claim for the disputed benefits was without
merit.
The amount of such lump sum payment shall be equal to the then actuarial value
of such benefits calculated by utilizing the actuarial assumptions then in use
for funding purposes under The Dun & Bradstreet Corporation Retirement Account.
In addition, in the event of any dispute covered by this Section 8.6 the
Corporation agrees to pay the entire costs of any arbitration proceeding or
legal proceeding brought hereunder, including the fees and expenses of counsel
and pension experts engaged by a Participant and that such expenses shall be
reimbursed promptly upon evidence that such expenses have been incurred without
awaiting the outcome of the arbitration proceedings; provided, however, that
such costs and expenses shall be repaid to the Corporation by the recipient of
same if it is finally determined by the arbitrators that the position taken by
such person was without merit.
8.7 To the maximum extent permitted by law, no benefit under the
Plan shall be assignable or subject in any manner to alienation, sale, transfer,
claims of creditors, pledge, attachment or encumbrances of any kind.
8.8 The Corporation may withhold from any benefit under the Plan
an amount sufficient to satisfy its tax withholding obligations.
8.9 The Plan is established under and will be construed according
to the laws of the State of New York.