FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION
AWARD AGREEMENT
EXHIBIT 10.4
2000 DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS' 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 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' 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 and become exercisable on the first anniversary of the
Grant Date. This Option shall cease to vest upon the Participant's
termination of service, and may be exercised after the Participant's
date of termination only as set forth below.
4. Termination of Service.
(a) Exercisability Upon Termination of Service by Death. If
the Participant's service with the Company and its Subsidiaries
terminates by reason of death after the first
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anniversary of the Grant Date, the unexercised portion of such Option
may thereafter be exercised during the shorter of (A) the remaining term
of the Option or (B) five years after the date of death.
(b) Exercisability Upon Termination of Service by Disability
or Retirement. If the Participant's service with the Company and its
Subsidiaries terminates by reason of Disability or Retirement after the
first anniversary of the Grant Date, the unexercised portion of the
Option may thereafter be exercised during the shorter of (A) the
remaining term of the Option or (B) five years after the date of such
termination of service, provided, however, that if the Participant dies
within a period of five years after such termination of service, 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
service or (B) one year after the date of death.
(c) Effect of Other Termination of Service. If the
Participant's service with the Company and its Subsidiaries terminates
by reason of Disability or Retirement prior to the first anniversary of
the Grant Date, then a pro rata portion of such Option shall immediately
vest in full and may be exercised thereafter during the shorter of (A)
the remaining term of such Option or (B) five years after the date of
such termination of service, for a prorated number of Shares (rounded
down to the nearest whole Share) equal to (x) the number of Shares
subject to such Option multiplied by (y) a fraction the numerator of
which is the number of days the Participant served on the Board
subsequent to the Grant Date and the denominator of which is 365. If a
Participant's service with the Company and its Subsidiaries terminates
for any reason other than death, Disability or Retirement, the
unexercised vested portion of such Option shall terminate thirty days
following such termination of service.
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.
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(c) Tax Withholding. 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 exercise of this Option 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.
6. 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. An Option exercisable after the
death of the Participant (or, to the extent the Board determines, an
Eligible Transferee) may be executed by the legatees, personal
representatives or distributees of the Participant (or, to the extent
the Board determines, the legatees, personal representatives or
distributees of the Eligible Transferee).
7. Change in Control. The unexercised portion of this
Option shall vest in full upon the occurrence of a Change in Control.
8. 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.
9. Entire Agreement. The Plan is incorporated herein by
reference and a copy of the Plan can be requested from the Office of the
Corporate Secretary, 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 Board 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.
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10. 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.
11. 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.
12. 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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Name: David J. Lewinter
Title: General Counsel and Corporate
Secretary
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