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
