EXHIBIT 10.2
2000 DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN
(as amended May 3, 2005)
1. Purpose of the
Plan
The
purpose of the Plan is to aid the Company in attracting, retaining
and compensating non-employee directors and to enable them to
increase their ownership of Shares. The Plan will be beneficial to
the Company and its stockholders since it will allow non-employee
directors of the Board to have a greater personal financial stake
in the Company through the ownership of Shares, in addition to
underscoring their common interest with stockholders in increasing
the value of the Shares on a long-term basis.
2. Definitions
The
following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
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(a)
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Act : The Securities Exchange Act of
1934, as amended, or any successor thereto.
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(b)
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Award : An Option or Other Stock-Based
Award granted pursuant to the Plan.
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(c)
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Beneficial Owner
: As such term is
defined in Rule 13d-3 under the Act (or any successor rule
thereto).
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(d)
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Board : The Board of Directors of the
Company.
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(e)
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Change in Control
: The occurrence of any
of the following events:
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(i) any
“Person,” as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), (other than the Company, any trustee
or other fiduciary holding securities under an employee benefit
plan of the Company, or any corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), is or
becomes the
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“Beneficial Owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company’s then outstanding
securities.
(ii) during any
period of twenty-four months (not including any period prior to the
execution of this Agreement), individuals who at the beginning of
such period constitute the Board, and any new Director (other than
a Director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (a),
(c) or (d) of this Section, a Director designated by any
Person (including the Company) who publicly announces an intention
to take or to consider taking actions (including, but not limited
to, an actual or threatened proxy contest) which if consummated
would constitute a Change in Control or a Director designated by
any Person who is the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined
voting power of the Company’s securities) whose election by
the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds (2/3) of
the Directors then still in office who either were Directors at the
beginning of the period or whose election or nomination for
election was previously so approved cease for any reason to
constitute at least a majority thereof.
(iii) the
shareholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of
the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger
or consolidation and after which no Person holds 20% or more of the
combined voting power of the then outstanding securities of the
Company or such surviving entity; or
(iv) the
shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s
assets.
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(f)
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Code : The Internal Revenue Code of 1986,
as amended, or any successor thereto.
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(g)
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Company : The Dun & Bradstreet
Corporation.
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(h)
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D&B : The Dun & Bradstreet
Corporation, a Delaware corporation.
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(i)
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Disability : Inability to continue to serve as
a non-employee director of the Board due to a medically
determinable physical or mental impairment which constitutes a
permanent and total disability, as determined by the Board
(excluding any member thereof whose own Disability is at issue in a
given case) based upon such evidence as it deems necessary and
appropriate. A Participant shall not be considered disabled unless
he or she furnishes such medical or other evidence of the existence
of the Disability as the Board, in its sole discretion, may
require.
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(j)
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Effective Date
: The date on which the
Plan takes effect, as defined pursuant to Section 14 of the
Plan.
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(k)
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Fair Market Value
: On a given date, the
arithmetic mean of the high and low prices of the Shares as
reported on such date on the Composite Tape of the principal
national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such
national securities exchange on such date, then on the principal
national securities exchange on which such Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted
on a national securities exchange, the arithmetic mean of the per
Share closing bid price and per Share closing asked price on such
date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are
regularly quoted), or, if there is no market on which the Shares
are regularly quoted, the Fair Market Value shall be the value
established by the Board in good faith. If no sale of Shares shall
have been reported on such Composite Tape or such national
securities exchange on such date or quoted on the National
Association of Securities Dealers Automated Quotation System on
such date, then the immediately preceding date on which sales of
the Shares have been so reported or quoted shall be
used.
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(l)
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Option : A stock option granted pursuant to
Section 6 of the Plan.
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(m)
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Option Price : The purchase price per Share of an
Option, as determined pursuant to Section 6(b) of the
Plan.
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(n)
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Other Stock-Based Awards
: Awards granted
pursuant to Section 7 of the Plan.
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(o)
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Participant : Any director of the Company who is
not an employee of the Company or any Subsidiary of the Company as
of the date that an Award is granted.
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(p)
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Person : As such term is used for purposes
of Section 13(d) or 14(d) of the Act (or any successor section
thereto).
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(q)
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Plan : The 2000 Dun & Bradstreet
Corporation Non-Employee Directors’ Stock Incentive
Plan.
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(r)
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Retirement : Except as otherwise provided in an
Award agreement, termination of service with the Company or an
Affiliate after such Participant has attained age 70, regardless of
the length of such Participant’s service; or, with the prior
written consent of the Board (excluding any member thereof whose
own Retirement is at issue in a given case), termination of service
at an earlier age after the Participant has completed six or more
years of service with the Company.
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(s)
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Shares : Shares of common stock, par value
$0.01 per share, of the Company.
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(t)
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Subsidiary : A subsidiary corporation, as
defined in section 424(f) of the Code (or any successor section
thereto).
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3. Shares Subject to the
Plan
The
total number of Shares which may be issued under the Plan is
300,000. Against the shares remaining in the Plan, awards granted
under the Plan (excluding other stock-based awards granted pursuant
to Section 7 of the Plan) count as 1 issued share; whereas,
other stock-based awards granted pursuant to Section 7 of the
amended Plan (approved as of the 2005 Annual Meeting) count as 2.6
issued shares. The Shares may consist, in whole or in part, of
unissued Shares or treasury Shares. The issuance of Awards shall
reduce the total number of Shares available under the Plan. Shares
which are subject to Awards which terminate or lapse may be granted
again under the Plan.
4.
Administration
The
Plan shall be administered by the Board, which may delegate its
duties and powers in whole or in part to any subcommittee thereof.
The Board is authorized to interpret the Plan, to establish, amend
and rescind any rules and regulations relating to the Plan, and to
make any other determinations that it deems necessary or desirable
for the
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administration of the Plan. The
Board may correct any defect or omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Board
deems necessary or desirable. Any decision of the Board in the
interpretation and administration of the Plan, as described herein,
shall lie within its sole and absolute discretion and shall be
final, conclusive and binding on all parties concerned (including,
but not limited to, P
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