1996 COGNIZANT CORPORATION REPLACEMENT PLAN
FOR CERTAIN EMPLOYEES HOLDING
THE DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS
1. Purpose of the Plan
The purpose of the 1996 Cognizant Corporation Replacement Plan for Certain
Employees Holding The Dun & Bradstreet Corporation Equity-Based Awards (the
"Plan") is to provide for the award of substantially identical replacement stock
options and replacement limited stock appreciation rights to certain employees
(the "Eligible Holders") of Cognizant Corporation (the "Company") whose awards
under the 1991 Key Employees Stock Option Plan for The Dun & Bradstreet
Corporation and Subsidiaries and the 1982 Key Employees Stock Option Plan for
The Dun & Bradstreet Corporation (the "D&B Plans") were cancelled pursuant to
the spinoff of the Company from The Dun & Bradstreet Corporation ("D&B"). The
Company expects that the Plan will allow it to retain such employees and to
motivate them to exert their best efforts on behalf of the Company and its
subsidiaries by providing incentives through the replacement awards. The Company
also expects that it will benefit from the added interest which such employees
will have in the welfare of the Company as a result of their proprietary
interest in the Company's success. It is the intention of the Company that the
terms of the replacement awards will (i) preserve the economic value of the
cancelled D&B awards and (ii) except for the terms described in Sections 6, 7
and 9 of this Plan, remain substantially identical to the terms of the cancelled
D&B awards.
2. Stock Subject to the Plan
The total number of shares of common stock of the Company ("Common Stock")
which may be issued under the Plan is equal to the aggregate number of shares
subject to replacement awards, as calculated pursuant to Sections 6(a) and 7(a)
of this Plan. The shares may consist, in whole or in part, of unissued shares or
treasury shares. Issuance of shares of Common Stock upon exercise of an option
or reduction of the number of shares of Common Stock subject to an option upon
exercise of a stock appreciation right shall reduce the total number of shares
of Common Stock available under the Plan. In addition, shares which are subject
to unexercised stock options which terminate or lapse may not be optioned again
under the Plan.
3. Administration
The Board of Directors of the Company shall appoint a Compensation and
Benefits Committee (herein called the "Committee") consisting of at least two
members of the Board of Directors who shall administer the Plan and serve at the
pleasure of the Board. Each member of the Committee shall not be eligible
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to participate in the Plan and shall not at any time within one year prior to
appointment have been eligible for selection as a person to whom stock may have
been allocated or to whom stock options or stock appreciation rights of the
Company or any of its affiliates may have been granted pursuant to the Plan or
any other plan of the Company or its affiliates, except as permitted under
regulations adopted under Section 16 of the Securities Exchange Act of 1934 (the
"Act"). Each member of the Committee shall be an "outside director" as defined
in Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
and a "non-employee director" as defined in the rules promulgated under Section
16 of the Act. The Committee shall have the authority, consistent with the Plan,
to determine the provisions of the stock options and stock appreciation rights
to be granted, to interpret the Plan and the stock options and the stock
appreciation rights granted under the Plan, to adopt, amend and rescind rules
and regulations for the administration of the Plan, the stock options and the
stock appreciation rights and generally to conduct and administer the Plan and
to make all determinations in connection therewith which may be necessary or
advisable, and all such actions of the Committee shall be binding upon all
Eligible Holders. The Committee shall require payment of any amount the Company
may determine to be necessary to withhold for federal, state or local taxes as a
result of the exercise of a stock option or a stock appreciation right. Fair
market value of the Common Stock as of a given date shall be determined in
accordance with procedures established by the Committee.
4. Eligibility
Only Eligible Holders shall receive grants of replacement stock options and
replacement stock appreciation rights under the Plan. The granting of a stock
option or stock appreciation right under the Plan shall impose no obligation on
the Company or any subsidiary to continue the employment of an Eligible Holder
and shall not lessen or affect the right to terminate the employment of such
Eligible Holder.
5. Limitations
Options hereunder shall only be granted in replacement of D&B Stock Options
(as defined in Section 6(a) of the Plan) held by Eligible Holders immediately
prior to the date on which the Common Stock owned by D&B is distributed to the
holders of record of shares of D&B (the "Spinoff Date").
6. Terms and Conditions of Stock Options
Stock options granted under the Plan shall be non-qualified or incentive
stock options for federal income tax purposes (as appropriate, based upon the
type of options granted
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under the D&B Plans), as evidenced by option grants, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Generally. As of the Spinoff Date, each unexercised stock option held
by an Eligible Holder that was granted under the D&B Plans (a "D&B Stock
Option") shall be cancelled, and such Eligible Holder shall receive a
replacement stock option pursuant to this Plan. The option price of each
replacement stock option shall be determined by multiplying the option price of
the cancelled D&B Stock Option by a fraction, the numerator of which is the
average of the Daily Average Trading Prices of Common Stock for the five
consecutive trading days starting on the first date on which the Common Stock is
traded regular way, and the denominator of which is the average of the Daily
Average Trading Prices of D&B common stock for the five consecutive trading days
immediately preceding the first date on which D&B common stock is traded
ex-dividend. The number of shares of Common Stock covered by each replacement
stock option shall be determined by (i) multiplying the number of shares of D&B
common stock covered by the cancelled D&B Stock Option by a fraction, the
numerator of which is the average of the Daily Average Trading Prices of D&B
common stock for the five consecutive trading days immediately preceding the
first date on which D&B common stock is traded ex-dividend, and the denominator
of which is the average of the Daily Average Trading Prices of Common Stock for
the five consecutive trading days starting on the first date on which Common
Stock is traded regular way and (ii) rounding down the result to a whole number
of shares. Unless otherwise specified in this Plan, all other terms of the
replacement stock options shall remain substantially identical to those of the
cancelled D&B Stock Options as set forth in the applicable D&B Plan and related
option agreement(s). For purposes of this Paragraph 6(a), the "Daily Average
Trading Price" of a given stock on a given day shall mean the average of the
high and low trading prices for such stock on such date.
(b) Exercisability. Except as set forth in the Plan, stock options granted
under the Plan shall have substantially identical terms as those of the stock
options originally granted under the D&B Plans; provided, however, that in no
event shall a replacement stock option be exercisable more than ten years after
the date the original option was granted under the D&B Plans.
(c) First Year Non-Exercisability. Except as provided in Paragraph 9 of the
Plan, no replacement stock option shall be exercisable during the year ending on
the first anniversary date of the granting of the original option under the D&B
Plans.
(d) Exercise of Stock Options. Except as otherwise provided in the Plan or
the option, a stock option may be exercised for all, or from time to time any
part, of the shares for which it is then exercisable. The purchase price for the
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shares as to which an option is exercised shall be paid to the Company in full
at the time of exercise at the election of the optionee (i) in cash, (ii) in
shares of Common Stock of the Company having a fair market value equal to the
option price for the shares being purchased and satisfying such other
requirements as may be imposed by the Committee or (iii) partly in cash and
partly in such shares of Common Stock of the Company. The Committee may permit
the optionee to elect, subject to such terms and conditions as the Committee
shall determine, to have the number of shares deliverable to the optionee as a
result of the exercise reduced by a number sufficient to pay the amount the
Company determines to be necessary to withhold for federal, state or local taxes
as a result of the exercise of the option. No optionee shall have any rights to
dividends or other rights of a shareowner with respect to shares subject to an
option until the optionee has given written notice of exercise of the option,
paid in full for such shares and, if requested, given the representation
described in Paragraph 6(h) of the Plan.
(e) Exercisability Upon Termination of Employment by Death. If an
optionee's employment by the Company or a subsidiary terminates by reason of
death one year or more after the date of grant of the original stock option
under the D&B Plans, the replacement stock option thereafter may be exercised,
during the three years after the date of death or the remaining stated period of
the option, whichever period is shorter, to the extent to which such option was
exercisable at the time of death or thereafter would become exercisable during
the three-year period after the date of death in accordance with its terms.
(f) Exercisability Upon Termination of Employment by Disability or
Retirement. If an optionee's employment by the Company or a subsidiary
terminates by reason of disability or retirement one year or more after the date
of grant of the original stock option under the D&B Plans, the replacement stock
option thereafter may be exercised, during the five years after the date of such
termination of employment or the remaining stated period of the option,
whichever period is shorter, to the extent to which such option was exercisable
at the time of such termination of employment or thereafter would become
exercisable during such period in accordance with its terms; provided, however,
that if the optionee dies within a period of five years after such termination
of employment, any unexercised stock option may be exercised thereafter, during
either (1) the period ending on the later of (i) five years after such
termination of employment and (ii) one year after the date of death or (2) the
period remaining in the stated term of the option, whichever period is shorter,
to the extent to which such option was exercisable at the time of death or
thereafter would become exercisable during the remainder of the five-year period
after such termination of employment in accordance with its terms. For purposes
of this Section 6, "retirement" shall mean termination of employment with the
Company or a subsidiary after the optionee has attained age 55 and completed ten
or more years of employment
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with D&B and/or the Company; or after the optionee has attained age 65,
regardless of the length of such optionee's employment with D&B and/or the
Company. An optionee shall not be considered disabled for purposes of this
Section 6, unless he or she furnishes such medical or other evidence of the
existence of the disability as the Committee, in its sole discretion, may
require.
(g) Effect of Other Termination of Employment. If an Eligible Holder's
employment terminates for any reason, other than disability, death or retirement
one year or more after the date of grant of the original stock option or stock
appreciation right under the D&B Plans as described above, each stock option and
stock appreciation right held by such Eligible Holder shall thereupon terminate.
(h) Additional Agreements of Optionee and Restrictions on Transfer. The
Committee may require each person purchasing shares pursuant to exercise of a
stock option to represent to and agree with the Company in writing that the
shares are being acquired without a view to distribution thereof. The
certificates for shares so purchased may include any legend which the Committee
deems appropriate to reflect any restrictions on transfers. The Committee also
may impose, in its discretion, as a condition of any option, any restrictions on
the transferability of shares acquired through the exercise of such option as it
may deem fit. Without limiting the generality of the foregoing, the Committee
may impose conditions restricting absolutely the transferability of shares
acquired through the exercise of options for such periods as the Committee may
determine and, further, in the event the optionee's employment by the Company or
a subsidiary terminates during the period in which such shares are
nontransferable, the optionee may be required, if required by the related option
agreement, to sell such shares back to the Company at such price and on such
other terms as the Committee may have specified in the option agreement.
(i) Nontransferability of Stock Options. A stock option shall not be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution. During the lifetime of an optionee an option shall be
exercisable only by the optionee. An option exercisable after the death of an
optionee may be exercised by the legatees, personal representatives or
distributees of the optionee.
7. Terms and Conditions of Stock Appreciation Rights
Stock appreciation rights (including limited stock appreciation rights)
granted under the Plan shall be subject to the foregoing and the following terms
and conditions and to such other terms and conditions, not inconsistent
therewith, as the Committee shall determine:
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(a) Replacement Stock Appreciation Rights. As of the Spinoff Date, each
unexercised stock appreciation right (including a limited stock appreciation
right) held by an Eligible Holder that was granted under the D&B Plans (a "D&B
SAR") shall be cancelled, and such Eligible Holder shall receive a replacement
stock appreciation right pursuant to this Plan. The exercise price of each
replacement stock appreciation right shall be determined by multiplying the
exercise price of the cancelled D&B SAR by a fraction, the numerator of which is
the average of the Daily Average Trading Prices of Common Stock for the five
consecutive trading days starting on the first date on which Common Stock is
traded regular way, and the denominator of which is the average of the Daily
Average Trading Prices of D&B common stock for the five consecutive trading days
immediately preceding the first date on which D&B common stock is traded
ex-dividend. The number of Company stock appreciation rights covered by each
replacement stock appreciation right shall be determined by (i) multiplying the
number of D&B Stock Options covered by the cancelled D&B SAR by a fraction, the
numerator of which is the average of the Daily Average Trading Prices of D&B
common stock for the five consecutive trading days immediately preceding the
first date on which D&B common stock is traded ex-dividend, and the denominator
of which is the average of the Daily Average Trading Prices of Common Stock for
the five consecutive trading days starting on the first date on which Common
Stock is traded regular way and (ii) rounding down the result to a whole number
of stock appreciation rights. Unless otherwise specified in this Plan, all other
terms of the replacement stock appreciation rights shall remain substantially
identical to those of the cancelled D&B SARs as set forth in the applicable D&B
Plans and related D&B SAR agreement(s). For purposes of this Paragraph 7(a), the
"Daily Average Trading Price" of a given stock on a given day shall mean the
average of the high and low trading prices for such stock on such date.
(b) Terms. Stock appreciation rights shall cover the same shares covered by
a related option (or such lesser number of shares of Common Stock as the
Committee may determine) and shall be subject to the same terms and conditions
as the option except for such additional limitations as are contemplated by this
Paragraph 7 (or as may be included in a stock appreciation right granted
hereunder). Each stock appreciation right shall entitle an optionee to surrender
to the Company an unexercised option, or any portion thereof, and to receive
from the Company in exchange therefor an amount equal to the excess of the fair
market value on the exercise date of one share of Common Stock over the option
price per share times the number of shares covered by the option, or portion
thereof, which is surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in shares of Common
Stock or in cash, or partly in shares and party in cash, valued at such fair
market value, all as shall be determined by the Committee. Stock appreciation
rights may be exercised from time to time upon actual receipt by the Company of
written notice of exercise
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stating the number of shares of Common Stock subject to an exercisable option
with respect to which the stock appreciation right is being exercised. No
fractional shares of Common Stock will be issued in payment for stock
appreciation rights, but instead cash will be paid for a fraction or, if the
Committee should so determine, the number of shares will be rounded downward to
the next whole share.
(c) Limitations on Exercisability. The Committee shall impose such
conditions upon the exercisability of stock appreciation rights as will result,
except upon the occurrence of an event contemplated by replacement limited stock
appreciation rights granted pursuant to this Paragraph 7 or contemplated by the
provisions of Paragraph 9, in the amount to be charged against the Company's
consolidated income by reason of stock appreciation rights not to exceed, in any
one calendar year, two percent of the Company's prior calendar year's
consolidated income before income taxes. The Committee also may impose, in its
discretion, such other conditions upon the exercisability of stock appreciation
rights as it may deem fit.
(d) Replacement Limited Stock Appreciation Rights. The Committee shall
grant replacement limited stock appreciation rights in substantially the same
manner in which replacement stock appreciation rights are awarded pursuant to
this Section 7 of the Plan. Unless the context otherwise requires, whenever the
term "stock appreciation right" is used in the Plan, such term shall include
limited stock appreciation rights.
8. Transfers and Leaves of Absence
For purposes of the Plan: (a) a transfer of an employee from the Company to
a 50% or more owned subsidiary, partnership, venture or other affiliate (whether
or not incorporated) or vice versa, or from one such subsidiary, partnership,
venture or other affiliate to another, (b) a leave of absence, duly authorized
in writing by the Company, for military service or sickness or for any other
purpose approved by the Company if the period of such leave does not exceed 90
days, or (c) a leave of absence in excess of 90 days, duly authorized in writing
by the Company, provided the employee's right to re-employment is guaranteed
either by statute or by contract, shall not be deemed a termination of
employment under the Plan.
9. Adjustments Upon Changes in Capitalization or Other Events
Upon changes in the Common Stock of the Company after the Spinoff Date by
reason of a stock dividend, stock split, reverse split, recapitalization,
merger, consolidation, combination or exchange of shares, separation,
reorganization or liquidation, the number and class of shares available under
the Plan as to which stock options or stock appreciation rights may
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be granted (both in the aggregate and to any one optionee), the number and
class of shares under each option and the option price per share, and the terms
of stock appreciation rights shall be correspondingly adjusted by the Committee,
such adjustments to be made in the case of outstanding options without change in
the total price applicable to such options. In the event of a merger,
consolidation, combination, reorganization or other transaction after the
Spinoff Date in which the Company will not be the surviving corporation, an
optionee shall be entitled to options on that number of shares of stock in the
new corporation which the optionee would have received had the optionee
exercised all of the unexercised options available to the optionee under the
Plan, whether or not then exercisable, at the instant immediately prior to the
effective date of such transaction, and if such unexercised options had related
stock appreciation rights the optionee also will receive new stock appreciation
rights related to the new options. Thereafter, adjustments as provided above
shall relate to the options or stock appreciation rights of the new corporation.
Except as otherwise specifically provided in the stock option agreement or stock
appreciation right agreement, in the event of a Change in Control, merger,
consolidation, combination, reorganization or other transaction after the
Spinoff Date in which the shareowners of the Company will receive cash or
securities (other than common stock) or in the event that an offer is made to
the holders of Common Stock of the Company to sell or exchange such Common Stock
for cash, securities or stock of another corporation and such offer, if
accepted, would result in the offeror becoming the owner of (a) at least 50% of
the outstanding Common Stock of the Company or (b) such lesser percentage of the
outstanding Common Stock which the Committee in its sole discretion determines
will materially adversely affect the market value of the Common Stock after the
tender or exchange offer, the Committee, prior to the shareowners' vote on such
transaction or prior to the expiration date (without extensions) of the tender
or exchange offer, (i) shall accelerate the time of exercise so that all stock
options and stock appreciation rights which are outstanding shall become
immediately exercisable in full without regard to any limitations of time or
amount otherwise contained in the Plan or the options or stock appreciation
rights and (ii) may determine that the options and stock appreciation rights
shall be adjusted and make such adjustments by substituting for Common Stock of
the Company subject to options and stock appreciation rights, common stock of
the surviving corporation or offeror if such stock of such corporation is
publicly traded or, if such stock is not publicly traded, by substituting common
stock of a parent of the surviving corporation or offeror if the stock of such
parent is publicly traded, in which event the aggregate option price shall
remain the same and the number of shares subject to option shall be the number
of shares which could have been purchased on the closing day of such transaction
or the expiration date of the offer with the proceeds which would have been
received by the optionee if the option had been exercised in full prior to such
transaction or expiration date and the optionee had exchanged all of such
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shares in the transaction or sold or exchanged all of such shares pursuant to
the tender or exchange offer, and if any such option has related stock
appreciation rights, the stock appreciation rights shall likewise be adjusted.
For purposes of this Paragraph 9, "Change in Control" means (i) 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 Company, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company, or any corporation owned, directly or indirectly, by the shareowners of
the Company in substantially the same proportion as their ownership of stock of
the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities; (ii) 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 Company to effect a transaction described in clause (i),
(iii), or (iv) of this sentence) whose election by the Board or nomination for
election by the Company's shareowners was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved cease for any reason to constitute at least a majority
thereof, (iii) the shareowners of the Company approve a merger or consolidation
of the Company with any other company, other than (1) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(as hereinabove defined) acquires more than 50% of the combined voting power of
the Company's then outstanding securities; or (iv) the shareowners of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the
Company's assets.
10. Use of Proceeds
Proceeds from the sale of shares of Common Stock pursuant to exercise of
stock options granted under the Plan shall constitute general funds of the
Company.
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11. Amendments
The Board of Directors may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of any Eligible Holder under any award theretofore granted, without the
Eligible Holder's consent, or which, without the approval of the shareowners of
the Company, would:
(a) Except as is provided in Paragraph 9 of the Plan, increase the total
number of shares reserved for the purposes of the Plan or change the
maximum number of shares for which awards may be granted to any
Eligible Holder.
(b) Decrease the option price to less than the replacement exercise prices
as determined pursuant to Paragraphs 6(a) and 7(a) of the Plan.
(c) Change the employees (or class of employees) eligible to receive
awards under the Plan.
(d) Materially increase the benefits accruing to employees participating
under the Plan.
12. Effectiveness of the Plan
The Plan shall become effective as of the Spinoff Date.
13. Choice of Law
The Plan shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in the
State of New York.