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Exhibit
10.44
2000 DUN &
BRADSTREET CORPORATION
NON-EMPLOYEE
DIRECTORS’ STOCK INCENTIVE PLAN
STOCK OPTION
AWARD
[GRANT
DATE]
This STOCK OPTION AWARD (this
“ Award ”) is being granted to [ Name ]
(the “ Participant ”) as of the [ Day ]
day of [ Month ], [ Year ] (the “ Grant
Date ”) by THE DUN & BRADSTREET CORPORATION (the
“ Company ”) pursuant to the 2000 DUN &
BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS’ STOCK
INCENTIVE PLAN as amended (the “ Plan ”).
Capitalized terms not defined in this Award have the meanings
ascribed to them in the Plan.
1. Grant of Stock
Option . The Company hereby grants to the Participant pursuant
to the Plan the right and option (an “ Option ”)
to purchase, subject to the terms of this Award and the Plan and
subject to the vesting provisions of Section 3, all or any
part of the aggregate of [ Number of Shares ] shares of the
Company’s Common Stock, par value $0.01 per share (the
“ Shares ”), at a purchase price per Share of $[
Price ] (the “ Option Price ”). This
Option is a non-qualified stock option and, accordingly, does not
qualify as an incentive stock option under Section 422 of the
Code.
2. Term of Option .
This Option shall expire on the tenth (10) anniversary of the
Grant Date (the “ Expiration Date ”) and must be
exercised, if at all, on or before the earlier of the Expiration
Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 4 of this
Award.
3. Vesting . Except as
otherwise provided herein, this Option shall vest and become
exercisable on the first anniversary of the Grant Date. This Option
shall cease to vest upon the Participant’s termination of
service, and may be exercised after the Participant’s date of
termination only as set forth below.
4. Termination of
Service .
(a) Exercisability Upon
Termination of Service by Death . If the Participant’s
service with the Company and its Subsidiaries terminates by reason
of death after the first anniversary of the Grant Date, the
unexercised portion of such Option may thereafter be exercised
during the shorter of (A) the remaining term of the Option or
(B) five years after the date of death.
(b) Exercisability Upon
Termination of Service by Disability or Retirement . If the
Participant’s service with the Company and its Subsidiaries
terminates by reason of Disability or Retirement after the first
anniversary of the Grant Date, the unexercised portion of the
Option may thereafter be exercised during the shorter of
(A) the remaining term of the Option or (B) five years
after the date of such termination of service, provided ,
however , that if the Participant dies within a period of
five years after such termination of service, the unexercised
portion of the Option may thereafter be exercised during the
shorter of (i) the remaining term of the Option or
(ii) the period that is the longer of (A) five years
after the date of such termination of service or (B) one year
after the date of death.
( c) Effect of Other
Termination of Service . If the Participant’s service
with the Company and its Subsidiaries terminates by reason of
death, Disability or Retirement prior to the first anniversary of
the Grant Date, then a pro rata portion of such Option shall
immediately vest in full and may be exercised thereafter during the
shorter of (A)&n
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