Exhibit 10.3
THE DUN & BRADSTREET
CORPORATION
2009 STOCK INCENTIVE
PLAN
RESTRICTED STOCK
AWARD
([DATE])
This RESTRICTED STOCK AWARD (this
“ Award ”) is being granted to
(the “ Participant ”) as of this
day of
,
20 (the “ Award Date ”)
by THE DUN & BRADSTREET CORPORATION (the “
Company ”) pursuant to THE DUN & BRADSTREET
CORPORATION 2009 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
. The Company hereby awards to the Participant pursuant to the Plan
shares of the Company’s common stock, par value $.01 (the
“ Shares ”), subject to the terms and conditions
of the Plan and this Award.
2. Vesting . Subject to
Sections 3, 4 and 8 below, the restrictions on the applicable
percentage of the Shares shall lapse and such percentage of the
Shares shall vest on each “ Vesting Date ” set
forth in the following schedule provided the Participant
remains in the continuous employ of the Company or its Affiliates
during the period commencing on the Award Date and ending on the
applicable Vesting Date:
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Percentage of Shares Vested
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# of Shares Vested
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20
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%
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30
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%
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50
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%
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3. Termination of Employment
Before One Year Anniversary of Grant . If the
Participant’s employment with the Company and its Affiliates
terminates for any reason prior to the one year anniversary of the
grant, the Participant shall forfeit all rights to and interests in
the Shares.
4. Termination of Employment On
or After One Year Anniversary of Grant . If the
Participant’s employment with the Company and its Affiliates
terminates on or after the one year anniversary of the grant due to
Retirement, death or Disability, any unvested Shares shall become
fully vested as of the employment termination date. If the
Participant’s employment with the Company and its Affiliates
terminates on or after the
-1-
one year anniversary of the grant
for any reason other than Retirement, death or Disability and prior
to the next Vesting Date, the Participant shall forfeit all rights
to and interests in the unvested Shares.
5. Voting and Dividend Rights
. The Participant is the beneficial and record owner of the Shares
and shall have, with respect to the Shares (whether vested or
unvested), all the rights of a shareholder of the Company
including, if applicable, the right to vote the Shares and to
receive any dividends when paid. Payment of dividends will be made
with respect to all Shares held by the Participant as of the
applicable dividend record date. The dividends will be paid in the
same form received by all other shareholders of the Company as soon
as administratively practicable following payment of the dividends
to all other shareholders, but in no event shall the dividends be
paid later than the fifteenth (15th) day of the third month
following the end of the year in which the dividends are paid to
all other shareholders. Payment of dividends will be
subj
