EXHIBIT 10.36
THE DUN & BRADSTREET CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
1. DEFINITIONS
(a) "ACCOUNT" means an Employee Stock Purchase Plan account maintained by
the Company or a designated recordkeeper.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CODE" means the U.S. Internal Revenue Code of 1986, as amended.
(d) "COMMITTEE" means the Compensation & Benefits Committee of the Board.
(e) "COMMON STOCK" means common stock of the Company.
(f) "COMPANY" means The Dun & Bradstreet Corporation, formerly known as
The New D&B Corporation.
(g) "ELIGIBLE COMPENSATION" means the total amount paid by the Company or
any Subsidiary to the Eligible Employee (other than amounts paid after
termination of employment) as salary, wages, overtime, regular cash
bonuses and commissions, lump sum payments in lieu of foregone merit
increases, "bonus buyouts" as the result of job changes, and any
portion of such amounts voluntarily deferred or reduced by the
Eligible Employee under any employee benefit plan of the Company or a
Subsidiary available to all levels of Employees on a nondiscriminatory
basis upon satisfaction of eligibility requirements, but excluding any
pension, retainers, severance pay, special stay-on bonus payments,
income derived from stock appreciation rights and stock options and
dispositions of stock acquired thereunder, payments dependent upon any
contingency and other special remunerations (including performance
units). The Committee shall have the authority to determine and
approve all forms of pay to be included in the definition of Eligible
Compensation and may change the definition on a prospective basis.
(h) "ELIGIBLE EMPLOYEE" means an Employee eligible to participate in the
Plan pursuant to the provisions of section 5.
(i) "EMPLOYEE" means an individual classified as an employee (within the
meaning of Code section 3401(c) and the regulations thereunder) by the
Company or a Subsidiary on the Company's or such Subsidiary's payroll
records during the relevant period.
(j) "FAIR MARKET VALUE" means the mean of the high and low sales prices of
a share of Common Stock on the New York Stock Exchange on the last
trading day of the applicable Stock Purchase Period.
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(k) "PARTICIPATING EMPLOYEE" means an Employee (1) for whom payroll
deductions are currently being made or (2) for whom payroll deductions
are not currently being made because he or she has reached the
limitation set forth in section 7.
(l) "PLAN" means The New Dun & Bradstreet Corporation 2000 Employee Stock
Purchase Plan.
(m) "REGULAR PAYCHECK" means any bi-weekly, limited hour, or monthly base
salary paycheck.
(n) "STOCK PURCHASE PERIOD" means a calendar month.
(o) "SUBSIDIARY" means any present or future corporation which (1) is a
"subsidiary corporation" of the Company as that term is defined in
Code section 424 and (2) is designated a participating employer by the
Committee.
2. PURPOSE OF THE PLAN
The purpose of the Plan is to secure for the Company and its stockholders the
benefits of the incentive inherent in the ownership of the Company's capital
stock by present and future Employees of the Company and its Subsidiaries. The
Plan is intended to comply with the provisions of Code sections 421, 423, and
424. The Plan may also include sub-plans applicable to non-U.S. jurisdictions
that are designed to be outside the scope of Code section 423.
3. SHARES RESERVED FOR THE PLAN
There shall be reserved for issuance and purchase by Participating Employees
under the Plan an aggregate of 1.5 million shares of Common Stock, subject to
adjustment as provided in section 12. Shares subject to the Plan may be shares
now or hereafter authorized but unissued, or shares that were once issued and
subsequently reacquired by the Company. If and to the extent that any right to
purchase reserved shares shall not be exercised by any Participating Employee
for any reason or if such right to purchase shall terminate as provided herein,
shares that have not been so purchased hereunder shall again become available
for the purposes of the Plan unless the Plan shall have been terminated.
4. ADMINISTRATION OF THE PLAN
The Plan shall be administered, at the expense of the Company, by the Committee.
The Committee consists of not less than three members of the Board who are not
employees of the Company and who shall serve at the pleasure of the Board. The
Committee may request advice or assistance from or employ such other persons as
are necessary for proper administration of the Plan. Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, and
to make all other determinations necessary or advisable in administering the
Plan, all of which determinations shall be final and binding upon all persons.
Subject to the terms of the Plan, the Committee may delegate any or all of its
administrative duties under the Plan to a committee consisting of management
employees of the Company.
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The Committee may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local
laws and procedures in foreign jurisdictions. Without limiting the generality of
the foregoing, the Committee is specifically authorized to adopt rules and
procedures regarding the handling of payroll deductions, payment of interest,
conversion of local currency, determination of fair market value, payroll tax
withholding procedures and handling the stock certificates which may vary with
local requirements.
The Committee may also adopt sub-plans applicable to particular Subsidiaries or
locations, which sub-plans may be designed to be outside the scope of Code
section 423. The rules of such sub-plans may take precedence over other
provisions of this Plan with the exception of section 3, but unless otherwise
superseded by the terms of any such sub-plan, the provisions of this Plan shall
govern the operation of such sub-plan.
5. ELIGIBLE EMPLOYEES
Each Employee of the Company or any Subsidiary shall be eligible to participate
in the Plan, provided that such Employee:
(a) Is not in a group of highly compensated employees, as defined in Code
section 423(b)(4)(D), that the Committee determines to be ineligible
to participate in the Plan; and
(b) Does not own, immediately after the right is granted, stock possessing
five percent (5%) or more of the total combined voting power or value
of all classes of capital stock of the Company or of a Subsidiary.
In determining stock ownership under this section 5, the rules of Code section
424(d) shall apply and stock that the Employee may purchase under outstanding
options shall be treated as stock owned by the Employee.
For purposes of determining eligibility to participate in the Plan, (i) a person
on an approved leave of absence with his or her employer shall be deemed to be
an Employee for the first 90 days of such leave of absence and (ii) such
Employee's employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence unless such Employee shall
have returned to regular employment prior to the close of business on such 90th
day. Termination of any Employee's leave of absence, other than termination of
such leave of absence on return to regular employment, shall terminate an
Employee's employment for all purposes of the Plan and shall terminate such
Employee's participation in the Plan and right to purchase shares under the
Plan. Notwithstanding the foregoing, the 90-day limit described in this
paragraph shall not apply if the Employee on leave has reemployment rights
guaranteed by law or by contract.
6. ELECTION TO PARTICIPATE AND PAYROLL DEDUCTIONS
Each Eligible Employee may elect to participate in the Plan during the
enrollment period established by the Committee that is just prior to the
applicable Stock Purchase Period.
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Participation shall become effective as of the beginning of the Stock Purchase
Period immediately following the applicable enrollment period during which the
Eligible Employee elected to participate in the Plan.
Each Eligible Employee may elect a payroll deduction of a certain whole
percentage from 1% to 10% or a set flat rate amount which does not exceed 10% of
Eligible Compensation. Such percentage or flat rate amount shall be deducted
from each Regular Paycheck. Employees of certain overseas Subsidiaries, as
determined by the Committee to be unable to legally require payroll deductions,
may make each of their payments by personal check rather than payroll deduction.
Elections under this section 6 are subject to the limit set forth in section 7.
All payroll deductions shall be credited, as promptly as practicable, to an
account in the name of the Participating Employee and may be used by the Company
for any corporate purpose. No interest will be paid or allowed on any money paid
into the Plan or credited to the account of any Participating Employee, except
as required by law.
Unless a Participating Employee elects otherwise and follows the procedures
established by the Committee to discontinue or change the rate of payroll
deductions, the rate of payroll deductions shall continue through the
then-current Stock Purchase Period and for future Stock Purchase Periods, unless
the Committee determines to change the maximum permissible contribution rate.
A Participating Employee may at any time cease participation in the Plan by
notifying the Company in the manner specified by the Committee. The cessation
will be effective as soon as practicable, whereupon no further payroll
deductions shall be made, and all accumulated payroll deductions shall be used
to purchase shares as provided in section 9. Any Participating Employee who
ceases to participate may elect to participate during the applicable enrollment
period for a subsequent Stock Purchase Period, if then eligible.
Subject to the requirements of section 5, a Participating Employee who is on an
approved leave of absence with his or her employer may continue to participate
in the Plan as though actively employed so long as such employee continues to be
paid Eligible Compensation.
7. LIMITATION OF NUMBER OF SHARES THAT AN EMPLOYEE MAY PURCHASE
No right to purchase shares under the Plan shall permit an Employee to purchase
stock under all employee stock purchase plans of the Company and its
Subsidiaries at a rate which in the aggregate exceeds $25,000 of Fair Market
Value of such stock (determined at the time the right is granted) for each
calendar year in which the right is outstanding at any time.
8. PURCHASE PRICE
The purchase price for each share of Common Stock shall be eighty-five percent
(85%) of the Fair Market Value of such share on the last trading day of the
applicable Stock Purchase Period.
9. METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
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As of the last trading day of each Stock Purchase Period, each Participating
Employee shall be deemed, without any further action, to have purchased the
number of whole and fractional shares of Common Stock determined by dividing the
amount of his or her accumulated payroll deductions by the purchase price as
determined in section 8. All such shares shall be deposited in separate Accounts
for the Participating Employees. All dividends paid with respect to such shares
shall be credited to each Participating Employee's Account, and will be
automatically reinvested in whole and fractional shares of Common Stock.
10. RIGHTS AS A STOCKHOLDER
At the time funds from a Participating Employee's payroll deductions account are
used to purchase Common Stock, he or she shall have all of the rights and
privileges of a stockholder of the Company with respect to whole shares
purchased under the Plan whether or not certificates representing shares have
been issued.
11. RIGHTS NOT TRANSFERABLE
Rights granted under the Plan are not transferable by a Participating Employee
other than by will or the laws of descent and distribution and are exercisable
during his or her lifetime only by him or her.
12. ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY'S COMMON STOCK
In the event of a subdivision of outstanding shares of Common Stock, or the
payment of a stock dividend thereon, the number of shares reserved or authorized
to be reserved under the Plan shall be increased proportionately, and such other
adjustment shall be made as may be deemed necessary or equitable by the
Committee. In the event of any other change affecting the Common Stock, such
adjustment shall be made as may be deemed equitable by the Committee to give
proper effect to such event, subject to the limitations of Code section 424.
13. RETIREMENT, TERMINATION, AND DEATH
In the event of a Participating Employee's retirement, death or termination of
employment during a Stock Purchase Period, the amount of his or her accumulated
payroll deductions shall be used to purchase shares of Common Stock on the last
trading day of such Stock Purchase Period.
14. AMENDMENT OF THE PLAN
The Board or the Committee may at any time, or from time to time, amend the Plan
in any respect.
15. TERMINATION OF THE PLAN
The Plan and all rights of Employees hereunder shall terminate:
(a) On the last trading day of the Stock Purchase Period on which
Participating Employees become entitled to purchase a number of shares
greater than the number of reserved shares remaining available for
purchase; or
(b) At any time, at the discretion of the Board or the Committee.
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In the event that the Plan terminates under circumstances described in
subsection (a) above, reserved shares remaining as of the termination date shall
be sold to Participating Employees on a pro rata basis based on the total amount
of payroll deductions accumulated by all Participating Employees during the
applicable Stock Purchase Period. Accumulated payroll deductions in excess of
the amount needed to purchase the reserved shares remaining under the Plan shall
be refunded to the Participating Employees on a pro rata basis.
16. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of October 1, 2000. If the Plan is not approved
by the holders of a majority of the Common Stock present or represented by proxy
at a special or annual meeting of stockholders held on or before September 30,
2000, the Plan shall not be effective thereafter.
17. GOVERNMENTAL AND OTHER REGULATIONS
The Plan, and the grant and exercise of the rights to purchase shares hereunder,
and the Company's obligation to sell and deliver shares upon the exercise of
rights to purchase shares, shall be subject to all applicable Federal, state,
and local laws, rules and regulations, and to such approvals by any regulatory
or governmental agency as may, in the opinion of counsel for the Company, be
required.
18. NO EMPLOYMENT RIGHTS
The Plan does not, directly or indirectly, create in any Employee or class of
employees any right with respect to continuation of employment by the Company or
a Subsidiary, and it shall not be deemed to interfere in any way with the
Company's or the Subsidiary's right to terminate, or otherwise modify, an
Employee's employment at any time.
19. EFFECT OF PLAN
The provisions of the Plan shall, in accordance with its terms, be binding upon,
and inure to the benefit of, all successors of each Participating Employee,
including, without limitation, such Participating Employee's estate and the
executors, administrators, or trustees thereof, and the heirs and legatees and
any receiver, trustee in bankruptcy, or representative of creditors of such
Participating Employee.
20. GOVERNING LAW
The internal laws of the State of New York of the United States of America
govern all matters relating to the Plan.
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