FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
EXHIBIT 10.3
THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
([Award Date])
This RESTRICTED STOCK UNIT 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 Units. The Company hereby
awards to the Participant pursuant to the Plan _________ restricted
stock units ("RSUs"). Each RSU constitutes an unfunded and unsecured
promise of the Company to deliver (or cause to be delivered) to the
Participant, subject to the terms of this Award and the Plan, one share
of the Company's common stock, par value $.01 ("Share") on the delivery
date as provided herein. Until delivery of the Shares, the Participant
has only the rights of a general unsecured creditor of the Company, and
no rights as a shareholder, of the Company.
2. Vesting. Subject to Sections 3, 4 and 9 below, the
restrictions on the applicable percentage of RSUs shall lapse and such
percentage of RSUs shall vest on each "Vesting Date" set forth in the
following schedule provided the Participant remains in the continuous
active 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 RSUs Vested # of RSUs Vested
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[1st Anniversary of Award Date] 20%
[2nd Anniversary of Award Date] 30%
[3rd Anniversary of Award Date] 50%
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3. Termination of Employment Before [1st Anniversary of
Award Date]. If the Participant's active employment with the Company and
its Affiliates terminates for any reason prior [1st Anniversary of Award
Date], the Participant shall forfeit all rights to and interests in the
RSUs.
4. Termination of Employment On or After [1st Anniversary
of Award Date]. If the Participant's active 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 RSUs shall become fully vested as
of the employment termination date (such accelerated vesting date, also
being referred to herein as a Vesting Date). If the Participant's active
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 any applicable Vesting Date, the
Participant shall forfeit all rights to and interests in the unvested
RSUs 5. Voting. The Participant will not have any rights of a
shareholder of the Company with respect to RSUs until delivery of the
underlying Shares.
6. Dividend Equivalents. 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 RSUs 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 RSUs (rounded down to the nearest
whole RSU) based on the Fair Market Value (as defined in the Plan) of a
Share on the dividend payment date. The additional RSUs credited in
connection with a dividend will be subject to the same restrictions as
the RSUs in respect of which the dividend was paid.
7. Transfer Restrictions. The RSUs 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 disposition, or upon the levy of any such process, the RSUs shall
immediately become null and void and shall be forfeited.
8. Withholding Taxes. 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
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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 RSU grant, including the grant or
vesting of the RSU, the subsequent sale of Shares acquired and the
receipt of any dividends; and (2) do not commit to structure the terms
of the grant or any aspect of the RSU to reduce or eliminate my
liability for Tax-Related Items.
Notwithstanding anything to the contrary contained in this
Agreement, it is a condition to the obligation of the Company to deliver
the Shares that 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 delivery of
the Shares by deducting from the total number of Shares to be delivered
that number of Shares having a Fair Market Value equal to the applicable
amount of withholding Tax-Related Items 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 that cannot be satisfied
by the means previously described. The Company may 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.
9. Change in Control. If there is a Change in Control of
the Company, any unvested RSUs shall become fully vested 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).
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10. 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.
11. Change in Capital Structure. The terms of this Award,
including the number of RSUs, 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.
12. 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.
13. 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.
14. 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 award shall
not entitle the Participant to participate with respect to any other
award in the future, even if RSUs 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 employee's
"salary," and thus, shall not be taken into account for purposes of
determining the Participant's termination indemnity, severance pay,
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retirement or pension payment, or any other employee benefits, except to
the extent required under applicable law. All decisions with respect to
future RSUs, 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
RSU grant will not be interpreted to form an employment contract or
relationship with the Company; and furthermore, the RSU grant will not
be interpreted to form an employment contract with the Employer or any
subsidiary or affiliate of the Company. In consideration of the grant of
RSUs, no claim or entitlement to compensation or damages shall arise
from termination of the RSUs or diminution in value of the Shares
obtained under the Award 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 RSUs and vest in RSUs 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). The Committee shall
have the exclusive discretion to determine when the Participant is no
longer actively employed for purposes of the Participant's RSU grant.
15. 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.
16. 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
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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 RSUs 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 under the RSU. 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 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.
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17. 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.
18. 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 Unit 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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