Exhibit 10.1
THE DUN & BRADSTREET
CORPORATION
2009 STOCK INCENTIVE
PLAN
1. Purposes of the
Plan
The purposes of the Plan are
(a) to promote the long-term success of the Company and its
Subsidiaries and Affiliates by providing Eligible Individuals with
incentives to contribute to the long-term growth and profitability
of the Company, as well as through the grant of equity-based awards
and (b) to assist the Company in attracting, retaining and
motivating highly qualified individuals who are in a position to
make significant contributions to the Company and its Subsidiaries
and Affiliates.
Upon the Effective Date, no further
awards will be granted under the Prior Plan.
2. Definitions and Rules of
Construction
(a) Definitions . For
purposes of the Plan, the following capitalized words shall have
the meanings set forth below:
“Affiliate”
means any Parent or Subsidiary and
any person that directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with, the Company or any other entity designated by the
Board in which the Company or a Subsidiary or Affiliate has an
interest.
“Applicable
Law” means any
and all applicable laws, rules, regulations and other legal
requirements, including, as applicable, Section 16(b) of the
Exchange Act, Section 162(m) and Section 409A of the
Code, and the listing standards of the NYSE.
“Award” means an Option, Restricted Stock, Restricted
Stock Unit, Stock Appreciation Right, Performance Stock,
Performance Stock Unit, Performance Award or Other Award granted by
the Committee pursuant to the terms of the Plan.
“Award
Document” means
an agreement, certificate or other type or form of document or
documentation approved by the Committee that sets forth the terms
and conditions of an Award. An Award Document may be in written,
electronic or other media, may be limited to a notation on the
books and records of the Company and, unless the Committee requires
otherwise, need not be signed by a representative of the Company or
a Participant.
“Beneficial
Owner” and
“Beneficially Owned” have the meaning set forth in Rule
13d-3 under the Exchange Act.
“Board” means the Board of Directors of the Company, as
constituted from time to time.
“Change in
Control” means
the occurrence of any of the following:
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(i)
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any one
“Person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), or more than one Person acting as a
group (including owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar
business transaction with the Company, but not including Persons
solely because they purchase or own stock of the Company at the
same time or as a result of the same public offering), acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such Person or Persons) ownership of
stock of the Company possessing thirty percent (30%) or more
of the total voting power of the Company’s stock, but only if
such Person or group is not considered to effectively control the
Company (within the meaning of Section 1.409A-3(i)(5)(vi) of
the Treasury Regulations) prior to such acquisition;
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(ii)
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a majority of
members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the
appointment or election;
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(iii)
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any one Person,
or more than one Person acting as a group (including owners of a
corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with the
Company, but not including Persons solely because they purchase or
own stock of the Company at the same time or as a result of the
same public offering), acquires ownership of stock of the Company
that, together with stock held by such Person or group, constitutes
more than fifty percent (50%) of the total voting power of the
stock of the Company, but only if such Person or group was not
considered to own more than fifty percent (50%) of the total
voting power of the stock of the Company prior to such acquisition;
or
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(iv)
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any one Person,
or more than one Person acting as a group (including owners of a
corporation that enters into a merger, consolidation, purchase or
acquisition of assets, or similar business transaction with the
Company, but not including Persons solely because they purchase
assets of the Company at the same time), acquires (or has acquired
during the 12-month period ending on the date of the most recent
acquisition by such Person or group) assets from the Company that
have a total gross fair market value (determined without regard to
any liabilities associated with such assets) equal to or more than
ninety percent (90%) of the total gross fair market value of
all of the assets of the Company (determined without regard to any
liabilities associated with such assets) immediately before such
acquisition or acquisitions, except where the assets are
transferred to (i) a shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to its
stock, (ii) an entity, fifty percent (50%) or more of the
total value or voting power of which is owned, directly or
indirectly, by the Company immediately after the asset transfer,
(iii) a Person, or more than one Person acting as a group,
that owns, directly or indirectly, fifty percent (50%) or more
of the total value or voting power of all the outstanding stock of
the Company immediately after the asset transfer, or (iv) an
entity, at least fifty percent (50%) of the total value or
voting power of which is owned, directly or indirectly, by a Person
described in (iii), above, immediately after the asset
transfer.
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Notwithstanding the foregoing, with
respect to an Award that is subject to Section 409A of the
Code and the payment or settlement of the Award will accelerate
upon a Change in Control, no event set forth herein will constitute
a Change in Control for purposes of the Plan or any Award Document
unless such event also constitutes a “change in control
event” as that terms is defined for the purposes of
Section 409A of the Code.
“Change in Control
Price” means
the highest price paid for a Share in a Change in Control
transaction.
“Code” means the Internal Revenue Code of 1986, as
amended, and the applicable regulations, rulings and guidance
issued thereunder.
“Committee”
means the Compensation &
Benefits Committee of the Board, any successor committee or any
other committee appointed from time to time by the Board to
administer the Plan that meets the requirements of
Section 162(m) of the Code, Section 16(b) of the Exchange
Act and the applicable rules and listing standards of the NYSE.
However, if the Committee is found not to have qualified under the
requirements of Section 162(m) of the Code and
Section 16(b) of the Exchange Act, the Awards granted and
other actions taken by the Committee shall not be invalidated by
reason of the Committee’s failure to so qualify.
“Common
Stock” means
the common stock of the Company, par value $0.01 per share, or
another class of share or other securities that may be applicable
in accordance with Section 13.
“Company”
means The Dun & Bradstreet
Corporation or any successor to all or substantially all of the
Company’s business that adopts the Plan.
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“Disability”
means, except as otherwise set forth
in an Award Document, the 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.
“EBITDA” means earnings before interest, taxes,
depreciation and amortization.
“Effective
Date” means the
date on which the Plan is approved by shareholders of the
Company.
“Eligible
Individuals” means the individuals described in
Section 4(a) of the Plan who are eligible for Awards under the
Plan.
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Fair Market
Value” means on
a given date, the arithmetic mean of the high and low per-share
prices of the Shares as reported on the New York Stock Exchange. If
no sale of Shares shall have been reported on the New York Stock
Exchange on such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be used.
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 in accordance with Section 1.409A-1(b)(5)(iv)(B)
of the Treasury Regulations (or any similar or successor
provision(s)).
“Incentive Stock
Option” means
an Option that is intended to comply with the requirements of
Section 422 of the Code or any successor provision.
“Nonqualified Stock
Option” means
an Option that is not intended to comply with the requirements of
Section 422 of the Code or any successor provision.
“NYSE” means the New York Stock Exchange.
“Option” means an Incentive Stock Option or Nonqualified
Stock Option granted pursuant to Section 7.
“Other
Award” means
any form of equity-based or equity-related award other than an
Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Stock, Performance Stock Unit or
Performance Award, granted pursuant to Section 11.
“Parent” means a corporation that owns or beneficially
owns a majority of the outstanding voting stock or voting power of
the Company. Notwithstanding the above, with respect to an
Incentive Stock Option, Parent shall have the meaning set forth in
Section 424(e) of the Code.
“Participant”
means an Eligible Individual who has
been granted an Award under the Plan.
“Performance
Award” means a
right to receive a cash Target Payment in the future granted
pursuant to Section 10(c).
“Performance
Goal” means the
performance measures established by the Committee, from among the
performance measures provided in Section 6(h), and set forth
in the applicable Award Document.
“Performance
Period” means
the period established by the Committee and set forth in the
applicable Award Document over which Performance Goals are
measured.
“Performance
Stock” means a
Target Number of Shares granted pursuant to
Section 10(a).
“Performance Stock
Unit” means a
right to receive a Target Number of Shares (or cash, if applicable)
in the future granted pursuant to Section 10(b).
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“Permitted
Transferee” means (i) a Participant’s family
member, (ii) one or more trusts established in whole or in
part for the benefit of one or more of the Participant’s
family members, (iii) one or more entities that are
beneficially owned in whole or in part by one or more of the
Participant’s family members, or (iv) a charitable or
not-for-profit organization.
“Person” means any person, entity or “group”
within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, except for (i) the
Company or any of its Subsidiaries or Affiliates, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities of the Company pursuant
to an offering of the securities, (iv) a corporation owned,
directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of
the Company, or (v) a person or group as used in Rule 13d-1(b)
under the Exchange Act.
“Plan” means The Dun & Bradstreet Corporation
2009 Stock Incentive Plan, as amended or restated from time to
time.
“Plan
Limit” means
the maximum aggregate number of Shares that may be issued for all
purposes under the Plan as set forth in
Section 5(a).
“Prior
Plan” means The
Dun & Bradstreet Corporation 2000 Stock Incentive Plan, as
amended.
“Restricted
Stock” means
one or more Shares granted or sold pursuant to
Section 8(a).
“Restricted Stock
Unit” means a
right to receive one or more Shares (or cash, if applicable) in the
future granted pursuant to Section 8(b).
“Retirement”
means, except as otherwise set forth
in an Award Document, 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.
“Section 409A
Award” means an
Award that provides for a “deferral of compensation”
within the meaning of Section 409A of the Code.
“Section 162(m)
Award” means an
Award that is intended to be “qualified performance-based
compensation” within the meaning of Section 162(m) of
the Code.
“Shares” means shares of Common Stock, as may be adjusted
pursuant to Section 13(b).
“Stock Appreciation
Right” means a
right to receive all or some portion of the appreciation on Shares
granted pursuant to Section 9.
“Subsidiary”
means (i) a corporation or
other entity with respect to which the Company, directly or
indirectly, has the power, whether through the ownership of voting
securities, by contract or otherwise, to elect at least a majority
of the members of the board of directors or analogous governing
body, or (ii) any other corporation or other entity in which
the Company, directly or indirectly, has an equity or similar
interest and that the Committee designates as a Subsidiary for
purposes of the Plan. For purposes of determining eligibility for
the grant of Incentive Stock Options under the Plan, the term
“Subsidiary” shall be defined in the manner required by
Section 424(f) of the Code.
“Substitute
Award” means
any Award granted upon assumption of, or in substitution or
exchange for, outstanding employee equity awards previously granted
by a company or other entity acquired by the Company or with which
the Company combines pursuant to the terms of an equity
compensation plan that was approved by the shareholders of the
company or other entity.
“Target
Number” or
“Target Payment” means the target number
of Shares or cash payment established by the Committee and set
forth in the applicable Award Document.
(b) Rules of Construction .
The masculine pronoun shall be deemed to include the feminine
pronoun, and the singular form of a word shall be deemed to include
the plural form, unless the context requires otherwise. Unless the
text indicates otherwise, references to sections are to sections of
the Plan.
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3. Administration
(a) Committee . The Plan
shall be administered by the Committee. The Committee shall have
full power and authority, subject to the express provisions of the
Plan, to: select the Participants from the Eligible Individuals;
grant Awards in accordance with the Plan; determine the number of
Shares subject to each Award or the cash amount payable in
connection with an Award ; determine the terms and
conditions of each Award, including, without limitation, those
related to term, permissible methods of exercise, vesting,
cancellation, payment, settlement, exercisability, Performance
Periods, Performance Goals, and the effect, if any, of a
Participant’s termination of employment with the Company or
any of its Subsidiaries or Affiliates or, subject to
Section 6(d), a Change in Control of the Company; subject to
Section 16 and Section 17(e), amend the terms and
conditions of an Award after grant; specify and approve the
provisions of the Award Documents delivered to Participants in
connection with their Awards; construe and interpret any Award
Document delivered under the Plan; make factual determinations in
connection with the administration or interpretation of the Plan;
adopt, prescribe, amend, waive and rescind administrative
regulations, rules and procedures relating to the Plan; employ
legal counsel, independent auditors and consultants as it deems
desirable for the administration of the Plan and rely upon any
advice, opinion or computation received from them; vary the terms
of Awards to take account of tax and securities law and other
regulatory requirements or to procure favorable tax treatment for
Participants; correct any defects, supply any omission or reconcile
any inconsistency in any Award Document or the Plan; and make all
other determinations and take any other action desirable or
necessary to interpret, construe or implement properly the
provisions of the Plan or any Award Document.
(b) Plan Construction and
Interpretation . The Committee shall have full power and
authority, subject to the express provisions of the Plan, to
construe and interpret the Plan.
(c) Determinations of Committee
Final and Binding . All determinations by the Committee in
carrying out and administering the Plan and in construing and
interpreting the Plan shall be made in the Committee’s sole
discretion and shall be final, binding and conclusive for all
purposes and upon all interested persons.
(d) Delegation of Authority .
To the extent not prohibited by Applicable Law, the Committee may,
from time to time, delegate some or all of its authority under the
Plan to a subcommittee or subcommittees of the Committee or other
persons or groups of persons as it deems necessary, appropriate or
advisable under conditions or limitations that it may set at or
after the time of the delegation. However, the Committee may not
delegate its authority to make Awards to employees (A) who are
subject on the date of the Award to the reporting rules under
Section 16(a) of the Exchange Act or (B) whose
compensation for the fiscal year may be subject to the limit on
deductible compensation pursuant to Section 162(m) of the
Code. For purposes of the Plan, reference to the Committee shall be
deemed to refer to any subcommittee, subcommittees, or other
persons or groups of persons to whom the Committee delegates
authority pursuant to this Section 3(d).
(e) Liability of Committee .
Subject to Applicable Law: (i) no member of the Board or
Committee (or its delegates) shall be liable for any good faith
action or determination made in connection with the operation,
administration or interpretation of the Plan and (ii) the
members of the Board or the Committee (and its delegates) shall be
entitled to indemnification and reimbursement in the manner
provided in the Company’s Certificate of Incorporation and
Bylaws, as they may be amended from time to time. In the
performance of its responsibilities with respect to the Plan, the
Committee shall be entitled to rely upon, and no member of the
Committee shall be liable for any action taken or not taken in
reliance upon, information and/or advice furnished by the
Company’s officers or employees, the Company’s
accountants, the Company’s counsel and any other party that
the Committee deems necessary.
(f) Action by the Board .
Anything in the Plan to the contrary notwithstanding, subject to
Applicable Law, any authority or responsibility that, under the
terms of the Plan, may be exercised by the Committee may
alternatively be exercised by the Board.
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4. Eligibility
(a) Eligible Individuals .
Awards may be granted to employees of the Company or any of its
Subsidiaries and Affiliates. The Committee shall have the authority
to select the persons among Eligible Individuals to whom Awards may
be granted and to determine the type, number and terms of Awards to
be granted to each Participant.
(b) Grants to Participants .
The Committee shall have no obligation to grant any Eligible
Individual an Award or to designate an Eligible Individual as a
Participant solely by reason of the Eligible Individual having
received a prior Award or having been previously designated as a
Participant. The Committee may grant more than one Award to a
Participant and may designate an Eligible Individual as a
Participant for overlapping periods of time.
5. Shares Subject to the
Plan
(a) Plan Limit. Subject to
adjustment in accordance with Section 13, the maximum
aggregate number of Shares that may be issued for all purposes
under the Plan shall be 5,400,000 plus any Shares that are
available for issuance under the Prior Plan that are not subject to
outstanding awards as of the Effective Date or that become
available for issuance upon forfeiture, cancellation or expiration
of awards granted under the Prior Plan without having been
exercised or settled in Shares. Shares to be issued under the Plan
may be authorized and unissued Shares, issued Shares that have been
reacquired by the Company (in the open market or in private
transactions) and that are being held in treasury, or a combination
of issued and unissued Shares. All of the Shares subject to the
Plan Limit may be issued pursuant to Incentive Stock Options,
except that in calculating the number of Shares that remain
available for Awards of Incentive Stock Options, the rules set
forth in this Section 5 shall not apply to the extent not
permitted under Section 422 of the Code.
(b) Rules Applicable to
Determining Shares Available for Issuance. The number of Shares
remaining available for issuance shall be reduced by the number of
Shares subject to outstanding Awards and, for Awards that are not
denominated by Shares, by the number of Shares actually delivered
upon settlement or payment of the Award; provided, however, that,
notwithstanding the above, the number of Shares available for
issuance under the Plan shall be reduced by 2.3 Shares for every
one Share issued in respect of an award of (i) Restricted
Stock, (ii) Restricted Stock Units, (iii) Performance
Stock, (iv) Performance Stock Units or (v) Other Awards
which are not subject to payment of an exercise or purchase price.
For purposes of determining the number of Shares that remain
available for issuance under the Plan, the number of Shares
corresponding to Awards under the Plan that are forfeited or
cancelled or otherwise expire for any reason without having been
exercised or settled or that is settled through issuance of
consideration other than Shares (including, without limitation,
cash) shall be added back to the Plan Limit and again be available
for the grant of Awards. The preceding sentence shall not be
applicable with respect to (i) the cancellation of a Stock
Appreciation Right granted in tandem with an Option upon the
exercise of the Option or (ii) the cancellation of an Option
granted in tandem with a Stock Appreciation Right upon the exercise
of the Stock Appreciation Right. Furthermore, Shares subject to an
Award under the Plan may not again be made available for issuance
under the Plan if such Shares were: (i) Shares that were
subject to an Option or a stock-settled Stock Appreciation Right
and were not issued upon the net settlement or net exercise of such
Option or Stock Appreciation Right, (ii) Shares delivered to
or withheld by the Company to pay the exercise price of an Option
or the withholding taxes related to any Award, or (iii) Shares
repurchased on the open market with the proceeds of an Option
exercise.
(c) Special Limits . Anything
to the contrary in Section 5(a) above notwithstanding, but
subject to adjustment under Section 13, the following special
limits shall apply to Shares available for Awards under the Plan:
the maximum number of Shares that may be issued pursuant to Options
and Stock Appreciation Rights granted to any Eligible Individual in
any calendar year shall equal 700,000 Shares; and the maximum
amount of Awards (other than those Awards set forth in
Section 5(c)(i)) that may be awarded to any Eligible
Individual in any calendar year is $5,000,000 measured as of the
date of grant (with respect to Awards denominated in cash) or
700,000 Shares measured as of the date of grant (with respect to
Awards denominated in Shares).
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(d) Exceptions . Any Shares
underlying Substitute Awards shall not be counted against the
number of Shares remaining for issuance and shall not be subject to
Section 5(c).
6. Awards in
General
(a) Types of Awards . Awards
under the Plan may consist of Options, Restricted Stock, Restricted
Stock Units, Stock Appreciation Rights, Performance Stock,
Performance Stock Units, Performance Awards and Other Awards. Any
Award described in Section 7 through Section 11 may be
granted singly or in combination or tandem with any other Award, as
the Committee may determine. Awards under the Plan may be made in
combination with, in replacement of, or as alternatives to awards
or rights under any other compensation or benefit plan of the
Company, including the plan of any acquired entity.
(b) Terms Set Forth in Award
Document . The terms and conditions of each Award shall be set
forth in an Award Document in a form approved by the Committee for
the Award. The Award Document shall contain terms and conditions
that are consistent with the Plan. Notwithstanding the foregoing,
and subject to Section 409A(a)(3) of the Code and other
Applicable Law, the Committee may accelerate (i) the vesting
or payment of any Award, (ii) the lapse of restrictions on any
Award or (iii) the date on which any Award first becomes
exercisable. The terms of Awards may vary among Participants, and
the Plan does not impose upon the Committee any requirement to make
Awards subject
