FORM OF STOCK OPTION AWARD AGREEMENT
EXHIBIT 10.2
THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN
STOCK OPTION AWARD
(Grant Date)
This STOCK OPTION AWARD (this "Award") is being granted to
__________________ (the "Participant") as of this ____ day of _________, 200_
(the "Grant 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 Stock Option. The Company hereby grants to the
Participant pursuant to the Plan the right and option (an "Option") to
purchase, subject to the terms of this Award and the Plan and subject to
the vesting provisions of Section 3, all or any part of the aggregate of
_______ shares of the Company's Common Stock, par value $.01 per share
(the "Shares"), at a purchase price per Share of $_________ (the "Option
Price"). This Option is a non-qualified stock option and, accordingly,
does not qualify as an incentive stock option under Section 422 of the
Code.
2. Term of Option. This Option shall expire on the tenth
(10) anniversary of the Grant Date (the "Expiration Date") and must be
exercised, if at all, on or before the earlier of the Expiration Date or
the date on which this Option is earlier terminated in accordance with
the provisions of Section 4 of this Award.
3. Vesting. Except as otherwise provided herein, this
Option shall vest in equal installments on the first, second, third and
fourth anniversaries of the Grant Date (i.e., 25% on each anniversary)
and shall be exercisable only to the extent that it has vested. This
Option shall cease to vest upon the Participant's termination of active
employment, and may be exercised after the Participant's date of
termination only as set forth below.
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4. Termination of Employment.
(a) Exercisability Upon Termination of Employment by Death
or Disability. If the Participant's active employment with the Company
and its Affiliates terminates by reason of death or Disability (as
defined in the Plan) after the first anniversary of the Grant Date, (i)
the unexercised portion of such Option shall immediately vest in full
and (ii) such portion may thereafter be exercised during the shorter of
(A) the remaining term of the Option or (B) five years after the date of
death or Disability.
(b) Exercisability Upon Termination of Employment by
Retirement. If the Participant's employment with the Company and its
Affiliates terminates by reason of Retirement (as defined in the Plan)
after the first anniversary of the Grant Date, the unexercised portion
of the Option may thereafter be exercised during the shorter of (i) the
remaining term of the Option or (ii) five years after the date of such
termination of employment (the "Post-Retirement Exercise Period"), but
only to the extent to which such Option was exercisable at the time of
such termination of active employment or becomes exercisable during the
Post-Retirement Exercise Period; provided, however, that if the
Participant dies within a period of five years after such termination of
employment, the unexercised portion of the Option may thereafter be
exercised during the shorter of (i) the remaining term of the Option or
(ii) the period that is the longer of (A) five years after the date of
such termination of active employment or (B) one year after the date of
death (the "Special Exercise Period"), but only to the extent to which
such Option was exercisable at the time of such termination of active
employment or becomes exercisable during the Special Exercise Period.
(c) Effect of Other Termination of Employment. If the
Participant's employment with the Company and its Affiliates terminates
(i) for any reason (other than death, Disability or Retirement after the
first anniversary of the Grant Date) or (ii) for any reason on or prior
to the first anniversary of the Grant Date, an unexercised Option may
thereafter be exercised during the period ending 30 days after the date
of such termination of employment, but only to the extent to which such
Option was exercisable at the time of such termination of active
employment.
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5. Manner of Exercise.
(a) Option Exercise and Issuance of Shares. Until the
Company determines otherwise, Option exercises and delivery of Shares
will be administered by an independent third-party broker selected from
time to time by the Company.
(b) Limitations on Exercise. This Option may not be
exercised unless such exercise is in compliance, to the reasonable
satisfaction of the Company, with all applicable laws including, without
limitation, the Company's insider trading policy.
6. Tax Withholding. Regardless of any action the Company or
the Participant's employer (the "Employer") takes with respect to any or
all income tax, social insurance, payroll tax, payment on account or
other tax-related withholding ("Tax-Related Items"), the Participant
acknowledges that the ultimate liability for all Tax-Related Items
legally due by the Participant is and remains the Participant's
responsibility and that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option grant,
including the grant, vesting or exercise of the Option, the subsequent
sale of Shares acquired pursuant to such exercise and the receipt of any
dividends; and (2) do not commit to structure the terms of the grant or
any aspect of the Option to reduce or eliminate my liability for
Tax-Related Items.
Prior to exercise of the Option, the Participant shall pay or
make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all withholding of Tax-Related Items and payment on
account obligations of the Company and/or the Employer. In this regard,
the Participant authorizes the Company and/or the Employer to withhold
all applicable Tax-Related Items legally payable by the Participant from
the Participant's wages or other cash compensation paid to the
Participant by the Company and/or the Employer or from proceeds of the
sale of the Shares. Alternatively, or in addition, if permissible under
local law, the Company may (1) sell or arrange for the sale of Shares
that the Participant acquires to meet the withholding obligation for
Tax-Related Items; or (2) satisfy the minimum statutory withholding for
Tax-Related Items (including withholding pursuant to applicable tax
equalization policies of the Company or its Affiliates) arising from the
exercise of this Option by deducting from the total number of Shares
that have
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become vested that number of Shares having a Fair Market Value equal to
the applicable amount of withholding taxes due. Finally, the Participant
shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a result
of the Participant's participation in the Plan or the Participant's
purchase of Shares that cannot be satisfied by the means previously
described. The Company may refuse to honor the exercise and refuse to
deliver the Shares if the Participant fails to comply with the
Participant's obligations in connection with the Tax-Related Items as
described in this section.
7. Nontransferability of Option. This Option shall not be
transferable by the Participant otherwise than by will or by the laws of
descent and distribution and during the lifetime of the Participant may
only be exercised by the Participant.
8. Change in Control. If there is a Change in Control of
the Company, the unvested portion of the Option shall become fully
vested and exercisable 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 Grant Date until the date of the Change in Control.
9. Change in Capital Structure. The terms of this Option,
including the number of Shares subject to this Option, 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.
10. Privileges of Stock Ownership. The Participant shall not
have any of the rights of a shareholder of the Company with respect to
any Shares until the Shares are issued to the Participant and no
adjustment shall be made for cash distributions in respect of such
Shares for which the record date is prior to the date upon which such
the Participant or permitted transferee shall become the holder of
record thereof.
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.
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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 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 Award 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 Option award
shall not entitle the Participant to participate with respect to any
other award in the future, even if Options have been granted repeatedly
in the past. 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 Participant benefits, except
to the extent required under applicable law. All decisions with respect
to future Options, if any, will be at the sole discretion of the
Company. In the event that the Participant is not an employee of the
Company, the Option grant will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, the Option
grant will not be interpreted to form an employment contract with the
Employer or any subsidiary or affiliate of the Company. The future value
of the underlying Shares is unknown and cannot be predicted with
certainty. If the underlying Shares do not
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increase in value, the Options will have no value. If the Participant
exercises the Participant's Option and obtains Shares, the value of
those Shares acquired upon exercise may increase or decrease in value,
even below the Option Price. In consideration of the grant of Options,
no claim or entitlement to compensation or damages shall arise from
termination of the Options or diminution in value of the Options or
Shares purchased through exercise of the Options resulting from
termination of the Participant's employment by the Company or the
Employer (for any reason whatsoever and whether or not in breach of
local labor laws) and the Participant irrevocably releases the Company
and the Employer from any such claim that may arise; if, notwithstanding
the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by accepting this Agreement, the
Participant shall be deemed irrevocably to have waived the Participant's
entitlement to pursue such claim. Notwithstanding any terms or
conditions of the Plan to the contrary, in the event of involuntary
termination of the Participant's employment (whether or not in breach of
local labor laws), the Participant's right to receive Options and vest
in Options under the Plan, if any, will terminate effective as of the
date that the Participant is no longer actively employed and will not be
extended by any notice period mandated under local law (e.g., active
employment would not include a period of "garden leave" or similar
period pursuant to local law); furthermore, in the event of involuntary
termination of employment (whether or not in breach of local labor
laws), the Participant's right to exercise the Options after termination
of employment, if any, will be measured by the date of termination of
the Participant's active employment and will not be extended by any
notice period mandated under local law. The Committee shall have the
exclusive discretion to determine when the Participant is no longer
actively employed for purposes of the Participant's Option grant.
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.
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15. Data Privacy. The Participant hereby explicitly and
unambiguously consents to the collection, use and transfer, in
electronic or other form, of the Participant's personal data as
described in this document by and among, as applicable, the Employer,
and the Company and its subsidiaries and affiliates for the exclusive
purpose of implementing, administering and managing the Participant's
participation in the Plan.
The Participant understands that the Company and the Employer
hold certain personal information about the Participant, including, but
not limited to, the Participant's name, home address and telephone
number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held
in the Company, details of all Options or any other entitlement to
Shares awarded, canceled, exercised, vested, unvested or outstanding in
the Participant's favor, for the purpose of implementing, administering
and managing the Plan ("Data"). The Participant understands that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be
located in the Participant's country or elsewhere, and that the
recipient's country may have different data privacy laws and protections
than the Participant's country. The Participant understands that the
Participant may request a list with the names and addresses of any
potential recipients of the Data by contacting the Participant's local
human resources representative. The Participant authorizes the
recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing,
administering and managing the Participant's participation in the Plan,
including any requisite transfer of such Data as may be required to a
broker or other third party with whom the Participant may elect to
deposit any Shares acquired upon exercise of the Option. The Participant
understands that Data will be held only as long as is necessary to
implement, administer and manage the Participant's participation in the
Plan. The Participant understands that the Participant may, at any time,
view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse
or withdraw the consents herein, in any case without cost, by contacting
in writing the Participant's local human resources representative. The
Participant understands, however, that refusing or withdrawing
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the Participant's consent may affect the Participant's ability to
participate in the Plan. For more information on the consequences of the
Participant's refusal to consent or withdrawal of consent, the
Participant understands that the Participant may contact the
Participant's local human resources representative.
16. 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.
17. 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 Stock Option 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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