Exhibit 10.6
THE MOODY’S
CORPORATION
NONFUNDED DEFERRED COMPENSATION
PLAN
FOR NONEMPLOYEE
DIRECTORS
(as amended December 16, 2008)
1. Members of the Board of Directors
(“Directors”) of the Company who are not employees of
the Company or any of its subsidiaries (“Nonemployee
Directors”) may elect on or before December 31 of any
year to have payment of all or a specified part of all fees payable
to them for their services as Directors (including fees payable to
them for services as members of a committee of the Board of
Directors of the Company (the “Board”)) during the
calendar year following such election and succeeding calendar years
deferred until they separate from service as Directors of the
Company as determined pursuant to Section 409A (“Section
409A”) of the Internal Revenue Code of 1986, as amended (the
“Code”), and applicable guidance issued thereunder. Any
person, not an employee, who shall become a Director during any
calendar year, and who was not a Director of the Company on the
preceding December 31, may elect, within 30 days of the date
on which his or her term as a Director begins, to have payment of
all or a specified part of such fees for the portion of the
calendar year following such election and for succeeding calendar
years so deferred. Any such election shall be made by written
notice delivered to the Secretary of the Company. The
“Company” means The Dun & Bradstreet
Corporation, to be renamed the “Moody’s
Corporation” after the shares of The New D&B Corporation
(“New D&B”) are distributed as a dividend to the
shareholders of The Dun & Bradstreet Corporation
(“D&B”) (the “Spinoff”).
2. All deferred fees shall be held
in the general funds of the Company, shall be credited to the
Director’s account under The Moody’s Corporation
Nonfunded Deferred Compensation Plan for Nonemployee Directors (the
“Plan”) and shall be deemed to have been invested in
one or more of the funds made available by the Committee hereunder
from time to
time in the Committee’s sole discretion,
as such Director shall have most recently elected. Such election
shall be made on a Deferred Compensation Election Form filed with
the Secretary of the Company. The Director’s account shall be
credited with deferred fees and with the investment performance of
the respective funds in which the account is invested on the same
basis and in the same manner as is applicable to employees
participating in the Moody’s Corporation Deferred
Compensation Plan. Directors may elect to have deferred amounts
held and invested in one or more of the funds in multiples of 10%.
Subject to the foregoing limitation on multiples of 10%, each
Director may, at any time, make a revised investment election
applicable to amounts deferred, or elect to have the amount
credited to his or her account reallocated among the investment
funds, such revised election or reallocation to be effective from
and after the first day of the month following receipt of a
Deferred Compensation Election Form by the Secretary of the
Company. In the event a Director fails to make an investment
election, his or her entire account shall be credited to the
Special Fixed Income Fund.
3. With respect to each Nonemployee
Director who was a nonemployee director of D&B prior to the
Spinoff and continues to be a Nonemployee Director of the Company
following the Spinoff, each such Director’s account shall be
credited with the balance in the Director’s account as of the
effective date of the Spinoff under The Dun & Bradstreet
Corporation Nonfunded Deferred Compensation Plan for Non-Employee
Directors (“Prior Plan”), giving effect to the election
by each such Director to transfer such funds into the funds
available under the Company’s Profit Participation Plan or
successor plan; provided , however , that with
respect to amounts deemed to be invested in the Dun &
Bradstreet Common Stock Fund under the Prior Plan (the
“D&B Fund”), each Director shall have (i) an
amount of New D&B stock credited to the Dun &
Bradstreet Common Stock Fund under the Plan equal to the
2
number of shares of New D&B stock such
Director would have received pursuant to the Spinoff if such
Director owned the D&B stock credited to the D&B Fund as at
the record date of the Spinoff and (ii) an amount of Company
stock credited to the Moody’s Common Stock Fund under the
Plan equal to the number of deemed shares of D&B stock such
Director held under the D&B Fund; provided ,
further , that a Director may not reallocate his or her
account, or elect to defer any additional amounts, into the New
D&B Common Stock Fund.
4. The aggregate balance in the
Director’s account, giving effect to the investment
performance of the fund(s) to which deferred fees were credited,
shall be paid to the Director in five or ten annual installments or
in a lump sum, as the Director shall elect in the notice referred
to in Paragraph 1 above. The first installment (or lump sum payment
if the Director so elects) shall be paid on the tenth day of the
calendar year immediately following the calendar year in which the
Director separates from service as a Director of the Company, and
subsequent installments shall be made on the tenth day of each
succeeding calendar year until the entire amount credited to the
Director’s account shall have been paid. The amount of each
installment shall be determined by multiplying the balance credited
to the Director’s account as of the December 31
immediately preceding the installment payment date by a fraction,
the numerator of which shall be one and the denominator of which
shall be the n
