BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLANEquity Incentive Plan Agreement |
|
|
You are currently viewing: This Equity Incentive Plan Agreement involves
DUN & BRADSTREET CORPORATION. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Equity Incentive Plan Agreement by:
EXHIBIT 10.1
THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN
(as amended and restated May 3, 2005)
1. Purpose of the Plan
The purpose of the Plan is to aid the Company and its Affiliates in securing and retaining key employees of outstanding ability and to motivate such employees to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects that it will benefit from the added interest which such key employees will have in the welfare of the Company as a result of their proprietary interest in the Company’s success.
2. Definitions
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
| (a) | Act: The Securities Exchange Act of 1934, as amended, or any successor thereto. | |||
| (b) | Affiliate: With respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with, the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest. | |||
| (c) | Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan. | |||
| (d) | Beneficial Owner: As such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). | |||
| (e) | Board: The Board of Directors of the Company. | |||
| (f) | Change in Control: The occurrence of any of the following events: | |||
(i) any Person (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the
1
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 Effective Date), individuals who at the beginning of such period constitute the Board, and any new director (other than (A) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2(e)(i), (iii) or (iv) of the Plan, (B) a director nominated 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 (C) 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 stockholders was approved in advance 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 stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (A) 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 (B) after which no Person would hold 20% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity; or
(iv) the stockholders 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.
| (g) | Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. | |||
| (h) | Committee: The Compensation and Benefits Committee of the Board, or any successor thereto or other committee designated by the Board to assume the obligations of the Committee hereunder. | |||
2
| (i) | Company: The Dun & Bradstreet Corporation. | |||
| (j) | Disability: Inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which constitutes a permanent and total disability, as defined in section 22(e)(3) of the Code (or any successor section thereto). The determination whether a Participant has suffered a Disability shall be made by the Committee 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 Committee, in its sole discretion, may require. | |||
| (k) | Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 17 of the Plan. | |||
| (l) | 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 Committee 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. | |||
| (m) | ISO: An Option that complies with section 422 (or any successor provision) of the Code. | |||
| (n) | LSAR: A limited stock appreciation right granted pursuant to Section 8(d) of the Plan. | |||
| (o) | Other Stock-Based Awards: Awards granted pursuant to Section 9 of the Plan. | |||
| (p) | Option: A stock option granted pursuant to Section 7 of the Plan. | |||
3
| (q) | Option Price: The purchase price per Share of an Option, as determined pursuant to Section 7(a) of the Plan. | |||
| (r) | Participant: An individual who is selected by the Committee to participate in the Plan pursuant to Section 5 of the Plan. | |||
| (s) | Performance-Based Awards: Other Stock-Based Awards granted pursuant to Section 9(b) of the Plan. | |||
| (t) | Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). | |||
| (u) | Plan: The Dun & Bradstreet Corporation 2000 Stock Incentive Plan. | |||
| (v) | Post-Retirement Exercise Period: As such term is defined in Section 7(g) of the Plan. | |||
| (w) | Retirement: Termination of employment with the Company or an Affiliate after such Participant has attained age 55 and five years of service with the Company; or, with the prior written consent of the Committee that such termination be treated as a Retirement hereunder, termination of employment under other circumstances. | |||
| (x) | Shares: Shares of common stock, par value $0.01 per Share, of the Company. | |||
| (y) | Special Exercise Period: As such term is defined in Section 7(g) of the Plan. | |||
| (z) | Spread Value: With respect to a Share subject to an Award, an amount equal to the excess of the Fair Market Value, on the date such value is determined, over the Award’s exercise or grant price, if any. | |||
| (aa) | Stock Appreciation Right: A stock appreciation right granted pursuant to Section 8 of the Plan. | |||
4
| (bb) | Subsidiary: A subsidiary corporation, as defined in section 424(f) of the Code (or any successor section thereto). |
3. Shares Subject to the Plan
The total number of Shares which may be issued under the Plan is 9,700,000. Against the shares remaining in the Plan, awards granted under the Plan (excluding other stock-based awards granted pursuant to Section 9 of the Plan) count as 1 issued share; whereas, other stock-based awards granted pursuant to Section 9 of the amended and restated Plan (approved as of the 2005 Annual Meeting) count as 2.6 issued shares. The maximum number of Shares for which Options and Stock Appreciation Rights may be granted during a calendar year to any Participant shall be 700,000. The Shares may consist, in whole or in part, of unissued Shares or treasury Shares. The issuance of Shares or the payment of cash upon the exercise of an Award shall reduce the total number of Shares available under the Plan, as applicable. 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 Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two individuals who are intended to qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and “outside directors” within the meaning of section 162(m) of the Code (or any successor section thereto); provided, however, that any action permitted to be taken by the Committee may be taken by the Board, in its discretion. Awards may, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or its Affiliates or with which the Company or its Affiliates combines. The number of Shares underlying such substitute awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The Committee 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 administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and
