FORM OF RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT 10.1
THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
([Award Date])
This RESTRICTED STOCK AWARD (this "Award") is being granted to
__________________ (the "Participant") as of this ___ day of _______, 200_ (the
"Award Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant to
THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan").
Capitalized terms not defined in this Award have the meanings ascribed to them
in the Plan.
1. Grant of Restricted Stock. The Company hereby awards to
the Participant pursuant to the Plan _________ shares of the Company's
common stock, par value $.01 (the "Shares"), subject to the terms and
conditions of the Plan and this Award.
2. Vesting. Subject to Sections 3, 4 and 8 below, the
restrictions on the applicable percentage of the Shares shall lapse and
such percentage of the Shares shall vest on each "Vesting Date" set
forth in the following schedule provided the Participant remains in the
continuous employ of the Company or its Affiliates during the period
commencing on the Award Date and ending on the applicable Vesting Date:
Vesting Date Percentage of Shares Vested # of Shares Vested
------------------------------ --------------------------- ------------------
[1st Anniversary of Award Date] 20%
[2nd Anniversary of Award Date] 30%
[3rd Anniversary of Award Date] 50%
[Insert the following Vesting provision for the Company's Chairman: The
restrictions on the Shares shall lapse and such Shares shall vest on the
"Vesting Date" which shall be the earlier of (x) June 1, 2005 or (y) the
Participant's Retirement (as defined in the Plan), provided that the
Participant remains an employee of the Company or an Affiliate during
the period commencing on the Award Date and ending on the Vesting Date.]
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3. Termination of Employment Before [1st Anniversary of
Award Date]. If the Participant's employment with the Company and its
Affiliates terminates for any reason prior to [1st Anniversary of Award
Date], the Participant shall forfeit all rights to and interests in the
Shares.
4. Termination of Employment On or After [1st Anniversary
of Award Date]. If the Participant's employment with the Company and its
Affiliates terminates on or after [1st Anniversary of Award Date] due to
Retirement (as defined in the Plan), death or Disability (as defined in
the Plan), any unvested Shares shall become fully vested as of the
employment termination date. If the Participant's employment with the
Company and it Affiliates terminates on or after [1st Anniversary of
Award Date] for any reason other than Retirement, death or Disability
and prior to the next Vesting Date, the Participant shall forfeit all
rights to and interests in the unvested Shares.
[Insert the following additional provision for the Company's CEO:
Termination Without "Cause" or for "Good Reason". In the event the
Participant's employment with the Company and its Affiliates is
terminated during the "Employment Term" by the Company or its Affiliates
without "Cause" or in the event the Participant resigns from employment
for a "Good Reason" (as those terms are defined in the Employment
Agreement dated as of December 31, 2004 by and between the Company and
the Participant), any unvested Shares shall become fully vested as of
the employment termination date.]
5. Voting and Dividend Rights. The Participant is the
beneficial and record owner of the Shares and shall have full voting
rights with respect thereto. Unless the Committee determines otherwise,
in the event that a dividend is paid on Shares, an amount equal to such
dividend shall be credited for the benefit of the Participant based on
the number of Shares credited to the Participant as of the dividend
record date, and such credited dividend amount shall be in the form of
an additional number of Shares (rounded down to the nearest whole share)
based on the Fair Market Value (as defined in the Plan) of a Share on
the dividend payment date. The additional Shares credited in connection
with a dividend will be subject to the same restrictions as the Shares
in respect of which the dividend was paid.
6. Transfer Restrictions. Until the Shares become vested,
they are non-transferable and may not be assigned, pledged or
hypothecated and shall not be subject to execution, attachment or
similar process. Upon any attempt to effect any such
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disposition, or upon the levy of any such process, the unvested Shares
shall immediately be forfeited.
7. Withholding Taxes. The Company is authorized to satisfy
the minimum statutory withholding taxes (including withholding pursuant
to applicable tax equalization policies of the Company or its
Affiliates) arising from the vesting of the Shares by deducting from the
total number of Shares that have become vested that number of Shares
having a Fair Market Value equal to the applicable amount of withholding
taxes due. The Participant may elect to fully satisfy the minimum
statutory withholding taxes by a payment in cash of such obligation to
the Company.
8. Change in Control. If there is a Change in Control of
the Company, any unvested Shares shall become fully vested as of the
date of the Change in Control provided the Participant remains in the
continuous employ of the Company or its Affiliates from the Award Date
until the date of the Change in Control (such accelerated vesting date,
also being referred to herein as a Vesting Date).
9. Delivery of Shares. Until the Company determines
otherwise, delivery of Shares on each applicable Vesting Date will be
administered by the Company's transfer agent or an independent
third-party broker selected from time to time by the Company.
10. Change in Capital Structure. The terms of this Award,
including the number of Shares, shall be adjusted as the Committee
determines is equitably required in the event the Company effects one or
more stock dividends, stock split-ups, subdivisions or consolidations of
Shares or other similar changes in capitalization.
11. Detrimental Conduct Agreement. The obligations of the
Company under this Award are subject to the Participant's timely
execution, delivery and compliance with the Detrimental Conduct
Agreement in the form provided by the Company to the Participant.
12. Entire Agreement. The Plan is incorporated herein by
reference and a copy of the Plan can be requested from the Corporate
Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway,
Short Hills, New Jersey 07078. The Plan and this Award constitute the
entire agreement and understanding of the parties hereto with respect to
the subject matter hereof and supersede all prior understandings and
agreements with respect to such subject matter. To the extent any
provision of this Award is inconsistent or in conflict with any term or
provision of the Plan, the Plan shall
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govern. Any action taken or decision made by the Committee arising out
of or in connection with the construction, administration,
interpretation or effect of this Award shall be within its sole and
absolute discretion and shall be final, conclusive and binding on the
Participant and all persons claiming under or through the Participant.
13. No Rights to Continued Employment. Nothing contained in
the Plan or this Agreement shall give the Participant any right to be
retained in the employment of the Company or its Affiliates or affect
the right of any such employer to terminate the Participant. The
adoption and maintenance of the Plan shall not constitute an inducement
to, or condition of, the employment of any Participant. The Plan is a
discretionary plan, and participation by the Participant is purely
voluntary. Participation in the Plan with respect to this award shall
not entitle the Participant to participate with respect to any other
award. Any payment or benefit paid to the Participant with respect to
this Award shall not be considered to be part of the Participant's
"salary," and thus, shall not be taken into account for purposes of
determining the Participant's termination indemnity, severance pay,
retirement or pension payment, or any other employee benefits, except to
the extent required under applicable law.
14. Successors and Assigns. This Award shall be binding upon
and inure to the benefit of all successors and assigns of the Company
and the Participant, including without limitation, the estate of the
Participant and the executor, administrator or trustee of such estate or
any receiver or trustee in bankruptcy or representative of the
Participant's creditors.
15. Severability. The terms or conditions of this Award
shall be deemed severable and the invalidity or unenforceability of any
term or condition hereof shall not affect the validity or enforceability
of the other terms and conditions set forth herein.
16. Governing Law. This Award shall be governed by the laws
of the State of New York, U.S.A., without regard to choice of laws
principles thereof.
IN WITNESS WHEREOF, this Restricted Stock Award has been duly executed
as of the date first written above.
THE DUN & BRADSTREET CORPORATION
By:
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Leader, Human Resources, Winning Culture,
& Team Member Communications
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