FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
AWARD AGREEMENT
EXHIBIT 10.5
2000 DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS' 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 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 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, and no rights as a
shareholder, of the Company. This Award will be null and void if the
Company's shareholders fail to approve the proposed amendments to the
Plan at the 2005 Annual Meeting.
2. Vesting. Subject to Section 7, the restrictions on the
applicable percentage of RSUs shall lapse and the RSUs shall vest on the
"Vesting Date" which shall be the earlier of (x) the third anniversary
of the Award Date or (y) the termination of the Participant's service as
a non-employee director of the Company for any reason.
3. Voting. The Participant will not have any rights of a
shareholder of the Company with respect to RSUs until delivery of the
underlying Shares.
4. Dividend Equivalents. Unless the Board 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
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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.
5. 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.
6. Withholding Taxes. Notwithstanding anything to the
contrary contained in this Award, it is a condition to the obligation of
the Company to deliver the Shares that all applicable withholding taxes
be satisfied in full by the Participant. The Company is authorized to
satisfy the minimum statutory withholding taxes (including withholding
pursuant to applicable tax equalization policies of the Company or its
Subsidiaries) 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 taxes
due.
7. Change in Control. If there is a Change in Control of
the Company, any unvested RSUs shall become fully vested (such
accelerated vesting date, also being referred to herein as a Vesting
Date).
8. Delivery of Shares. Until the Company determines
otherwise and subject to Section 12, 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. In connection with a Change in Control of the Company, the
Company will deliver Shares on the accelerated Vesting Date provided the
actual Change in Control is a permissible distribution event under
Section 409A of the Internal Revenue Code and, if otherwise, the Company
will deliver the Shares on the scheduled Vesting Date.
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
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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.
10. Applicability of Section 409A. If the Board determines
that the Participant is a "key employee" within the meaning of Section
409A of the Internal Revenue Code and that, as a result of such status,
delivery of the Shares underlying the RSUs would be subject to
additional taxation under Section 409A of the Internal Revenue Code, the
Company will delay delivery of the Shares until the earliest permissible
date on which delivery may be made without triggering such additional
taxation (with such delay not to exceed six months).
11. 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.
12. 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.
13. 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 Agreement 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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