LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
RELATING TO NON-QUALIFIED STOCK OPTIONS
UNDER THE 1996 KEY EMPLOYEES' STOCK INCENTIVE PLAN
This Agreement confirms the grant on November 15, 1996 by COGNIZANT CORPORATION
(the "Company") to:
name (the "Participant")
of Limited Stock Appreciation Rights ("LSAR's") with respect to the following
ten-year non-qualified stock options to purchase shares of the Company's Common
Stock, par value $0.01 per share ("Common Stock"), presently held by the
Participant or granted to the Participant contemporaneously herewith under the
1996 Key Employees' Stock Incentive Plan for Cognizant Corporation and
Subsidiaries ("1996 Plan"):
Date of Option Grant Number of Shares Option Exercise Price
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November 15, 1996 Grant $33.375
Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
above option to which the LSAR relates, such excess constituting the
"Appreciation." These LSAR's are issued in accordance with and are subject to
the terms of the 1996 Plan, which plan is incorporated herein by reference, and
the following additional terms and conditions:
1. Each LSAR is related to an option (the "Related Option") to purchase the
number of shares of Common Stock at the option exercise price per share
indicated above.
2. These LSAR's may be exercised, in whole or in part, only on and
after six months after the date of grant and during the 30-day
period beginning on the first day following the acquisition of at
least 20% of all outstanding shares of Common Stock pursuant to
any tender or exchange offer for shares of Common Stock (other
than one made by the Company), whether the Company does or does
not support the offer. A tender or exchange offer filed with the
Securities and Exchange Commission on Form 14D-1 (or successor
form) shall be treated conclusively as a tender or exchange offer
for purposes of this provision. Each LSAR is exercisable only if
and to the extent the Related Option is exercisable. During the
30-day period when these LSAR's are exercisable, other stock
appreciation rights relating to the Related Option shall not be
exercisable.
3. To the extent exercisable, these LSAR's may be exercised from time to time
by notice to the Company. The date a notice of exercise is received by the
Company shall be the exercise date. At the time of payment of the
Appreciation to the Participant, the Company 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 an LSAR.
4. Exercise of an LSAR shall reduce the number of shares of Common Stock
covered by the Related Option and any other related stock appreciation
right on a share for share basis. The exercise of a Related Option or of
any other related stock appreciation right shall reduce the number of
related LSAR's on the same basis.
5. The term "Tender Offer Price" when used herein shall mean the
highest price paid for shares of Common Stock in any tender or
exchange offer of the kind contemplated in Paragraph 2 above which
is in effect at any time during the 60-day period preceding the
date of exercise of an LSAR, provided that any securities or
property which are part or all of the consideration paid for
shares of Common Stock in any such tender or exchange offer shall
be valued at the higher of (i) the valuation placed on such
securities or property by the person making such offer or (ii) the
valuation (for purposes hereof) placed on such securities or
property by the Compensation & Benefits Committee of the Board of
Directors of the Company.
6. These LSAR's are not transferable by the Participant and shall terminate
when the Participant is no longer subject to the provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended.
7. All terms defined in the 1996 Plan and used herein shall have the same
meaning, unless the context otherwise requires.
IN WITNESS HEREOF, Cognizant Corporation has caused this Agreement to be
executed in duplicate by its officer thereunto duly authorized.
COGNIZANT CORPORATION
By _____________________________________
SVP & Chief Human Resource Officer
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Limited Stock Appreciation Rights Agreement.
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REPLACEMENT LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
UNDER THE
1996 KEY EMPLOYEES' STOCK INCENTIVE PLAN
FOR CERTAIN EMPLOYEES HOLDING
THE DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS
This replacement limited stock appreciation rights agreement (the "Award
Agreement") confirm the replacement limited stock appreciation rights award (the
"Award") made as of November 1, 1996, by the Compensation & Benefits Committee
(the "Committee") of the Board of Directors of Cognizant Corporation (the
"Corporation") under the 1996 Cognizant Corporation Replacement Plan for Certain
Employees Holding The Dun & Bradstreet Corporation Equity-Based Awards (the
"Plan") to:
name (the "Participant")
of replacement limited stock appreciation rights ("LSARs") with respect to the
replacement stock options to purchase shares of Company common stock as
indicated on the attached statement.
Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
replacement stock option to which the LSAR relates, such excess constituting the
"Appreciation." The LSARs are issued in accordance with and are subject to the
terms of the Plan, which Plan is incorporated herein by reference, and the
following additional terms and conditions:
1. Each LSAR is related to a replacement stock option (the "Related Option")
to purchase the number of shares of Common Stock at the option exercise
price per share indicated above.
2. The LSARs may be exercised, in whole or in part, only during the
30-day period beginning on the first day following the acquisition
of at least 20% of all outstanding shares of Company common stock
pursuant to any tender or exchange offer for shares of Company
common stock (other than one made by the Company), whether the
Company does or does not support the offer. A tender or exchange
offer filed with the Securities and Exchange Commission on Form
14D-1 (or successor form) shall be treated conclusively as a
tender or exchange offer for purposes of this provision. Each
LSAR is exercisable only if and to the extent the Related Option
is exercisable.
3. To the extent exercisable, these LSARs may be exercised from time to time
by notice to the Company. The date a notice of exercise is received by the
Company shall be the exercise date. At the time of payment of the
Appreciation to the Participant, the Company shall require payment of any
amount the Company may determine to be necessary to withhold for federal,
state, local or other taxes as a result of the exercise of an LSAR.
4. Exercise of an LSAR shall reduce the number of shares of Common Stock
covered by the Related Option and any other related stock appreciation
right on a share for share basis. The exercise of a Related Option or of
any other related stock appreciation right shall reduce the number of
related LSARs on the same basis.
5. The term "Tender Offer Price" when used herein shall mean the
highest price paid for shares of Company common stock in any
tender or exchange offer of the kind contemplated in Paragraph 2
above which is in effect at any time during the 60-day period
preceding the date of exercise of an LSAR, provided that any
securities or property which are part or all of the consideration
paid for shares of Company common stock in any such tender or
exchange offer shall be valued at the higher of (i) the valuation
placed on such securities or property by the person making such
offer or (ii) the valuation (for purposes hereof) placed on such
securities or property by the Committee.
6. These LSARs are not transferable by the Participant and shall terminate
when the Participant is no longer subject to the provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended.
7. All terms defined in the Plan and used herein shall have the same meaning,
unless the context otherwise requires.
IN WITNESS HEREOF, Cognizant Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.
COGNIZANT CORPORATION
By ______________________________________
SVP & Chief Human Resource Officer
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of a copy of the prospectus
related to the Plan.
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