Exhibit 10.11
THE DUN & BRADSTREET
CORPORATION
NON-EMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PLAN
(As Amended and Restated
effective January 1, 2009)
Directors of The Dun &
Bradstreet Corporation (the “Company”) who are not
employees of the Company or any of its subsidiaries
(“Non-Employee Directors”) may participate in this
Dun & Bradstreet Corporation Non-Employee Directors’
Deferred Compensation Plan (the “Plan”). The Plan has
been amended and restated effective January 1, 2009 to comply
with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”). All amounts deferred under the
Plan are subject to, and not grandfathered for purposes of, Code
Section 409A.
1. Pursuant to written deferral
elections filed with the Company, Non-Employee Directors may
irrevocably elect on or before December 31 of any year to
defer payment of all or a specified part (in multiples of 5%) of
all cash annual retainer and committee chair retainer fees
(“Fees”) payable to them for their services as
Non-Employee Directors during the calendar year following such
election. If a Non-Employee Director does not file a new deferral
election on or before December 31 of any year, he or she will
be deemed to have elected to continue the election in effect for
the previous year. Similarly, if a Non-Employee Director files a
timely but incomplete deferral election in any year, he or she will
be deemed to have elected to continue any portion of the previous
year’s election not specifically superseded by the new
election.
Any person who becomes a
Non-Employee Director during any calendar year, and who has not
been a Non-Employee Director of the Company at any time during the
preceding 24-month period, may elect, within thirty (30) days
of the date on which his or her term as a Non-Employee Director
begins, to defer payment of all or a specified part (in multiples
of 5%) of the Fees that are earned and payable with respect to the
remainder of the calendar year, for services performed subsequent
to the date such deferral election is executed and filed with the
Company. The portion of the Fees that are earned subsequent to the
date a deferral election is executed and filed shall be determined
by multiplying the total Fees for the year by a fraction, the
numerator of which is the number of whole months remaining in the
year after the election is filed, and the denominator of which is
the total number of whole months in such year during all or a
portion of which such Fees are earned.
Each deferral election shall be made
in the manner specified by the Compensation & Benefits
Committee of the Board of Directors (the “Committee”)
or its delegate. Each deferral election must specify (i) the
amount of Fees to be deferred and (ii) the form of payment
(lump sum or five or ten annual installments) in which amounts
deferred pursuant to such election shall be paid to the
Non-Employee Director after his or her Separation from Service, as
defined below. Absent a timely election for installments, the
default form of payment shall be a lump sum. Each year’s
deferrals need not be subject to the same form of payment as the
previous year’s deferrals.
A “Separation from
Service” will occur on the date as of which the Company
reasonably anticipates that no further services will be performed,
or that the level of bona fide services the
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Non-Employee Director will perform will
permanently decrease to no more than twenty percent (20%) of
the average level of bona fide services performed over the
immediately preceding thirty-six (36)-month period (or the full
period of services to the Company, if less than thirty-six
(36) months). Notwithstanding anything herein to the contrary,
determination of whether a Separation from Service has occurred
shall be consistent with Section 1.409A-1(h) of the Treasury
Regulations.
2. Amounts deferred by each
Non-Employee Director shall be credited to an account in his or her
name, which is adjusted periodically according to deemed
investments elected by the Non-Employee Director. Credits to each
Non-Employee Director’s account and adjustments for the
performance of the funds in which the account is deemed to be
invested shall be made in the same manner as credits and
adjustments are made to participants’ accounts in The
Dun & Bradstreet Corporation 401(k) Plan (or successor
plan) (the “Employee Plan”).
Each Non-Employee Director may
select from one or more of the funds available in the Employee Plan
for the deemed investment of Fees deferred into the account
described above. Deemed investment elections shall be in increments
of one percent (1%) and shall be made in the manner specified
by the Committee or its delegate. Each Non-Employee Director will
have an opportunity to select the fund(s) into which deferred Fees
are deemed to be invested at the time he or she initially elects to
defer the Fees. Subject to the limitation described below with
respect to the Dun & Bradstreet Common Stock Fund,
Non-Employee Directors may make new deemed investment elections
applicable to existing account balances or future deferrals, or
both, at any time. Such elections shall be effective as of the date
comparable elections under the Employee Plan would be effective. In
the event a Non-Employee Director fails to make a deemed investment
election concurrently with a deferral election, his or her most
recent deemed investment election shall be applied to amounts
deferred pursuant to the election. If the Non-Employee Director
does not have a deemed investment election on file with the
Company, his or her deferrals shall be deemed to be invested in the
age appropriate BGI LifePath fund or such other fund determined by
the Committee to be the default deemed investment fund.
Any amount deferred by a
Non-Employee Director that is, pursuant to his or her election,
deemed to be invested in the Dun & Bradstreet Common Stock
Fund immediately upon deferral shall be credited to the
Non-Employee Director’s account in an amount equal to one
hundred and ten percent (110%) of the amount deferred (with
such full amount treated as deferred Fees for all purposes
hereunder). Notwithstanding anything herein to the contrary, the
deemed investment of any such deferrals (as well as the additional
ten percent (10%) credited pursuant to the preceding
sentence), as adjusted according to the performance of the fund,
may not be changed for a period of three (3) years from the
date the deferral is initially credited to the account.
3. The Non-Employee Director’s
account, giving effect to the investment performance of the fund(s)
to which deferred Fees were credited, shall be paid to the
Non-Employee Director in the form(s) of payment elected by the
Non-Employee Director in the deferral election(s) referred to in
Paragraph 1 above. The lump sum payment or the first installment,
as applicable, shall be paid on the tenth day of the calendar year
immediately following the calendar year in which the Non-Employee
Director incurs a Separation from Service from the Company, subject
to any additional deferral pursuant to paragraph 5. Subsequent
installments, if any, shall be made on the tenth day of each
succeeding calendar year until the entire amount credited to the
Non-Employee Director’s account shall have been paid. Each
installment payment made pursuant to the Plan shall be deemed to be
a separate payment for purposes of Code Section 409A.
Notwithstanding any deferral election or anything contained herein
to the contrary, the Company may, in its sole and
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absolute discretion, commence the distribution,
or accelerate the distribution, of a Non-Employee Director’s
account, to the extent and under the circumstances such
acceleration is permitted by Code Section 409A and the
regulations thereunder. The Non-Employee Director shall not have
any election, direct or indirect, with respect to any exercise of
such discretion by the Company.
The amount of each
installment shall be determined by multiplying the balance of the
portion of the Non-Employee Director’s account to be paid in
five or ten installments, as applicable, as of the last business
day of the calendar year immediately preceding the installment
payment date by a fraction, the numerator of which shall be one and
the denominator of which shall be the number of installment
payments over which payment of such amount is to be made, less the
number of installments theretofore made. Thus, if payment is to be
made in ten installments, the fraction for the first installment
shall be 1
/
10
th, for the second
installment 1 / 9 th, and so on.
Notwithstanding anything herein to
the contrary, if a Non-Employee Director is determined by the
Company to be a specified employee for purposes of Code
Section 409A, no amount payable under this Section upon his or
her Separation from Service shall be paid to him or her before the
date immediately after the expiration of the six-month period
following the Non-Employee Director’s Separation from
Service. In such case, the amount of the lump sum payment or the
first installment, as applicable, shall be determined with respect
to the balance of the Non-Employee Director’s account as of
the tenth day immediately preceding the payment date.
4. If a Non-Employee Director should
die before full payment of all amounts credited to the Non-Employee
Director’s account, the full amount credited to the account
as of December 31 of the year of the Non-Employee
Director’s death shall be paid on the tenth day of the
calendar year following the year of death to the Non-Employee
Director’s estate or to such beneficiary or beneficiaries as
previously designated by the Non-Employee Director in a written
notice delivered to the Secretary of the Company.
5. A Non-Employee Director may
revise the form of payment specified in any of his or her deferral
elections, but any such revised election shall be irrevocable on
the date it is delivered to the Company and (i) shall not take
effect until twelve (12) months after the date on which it is
delivered to the Company, (ii) except in the case of payment
by reason of the Non-Employee Director’s death, must
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