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2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS? STOCK INCENTIVE PLAN STOCK OPTION AWARD [GRANT DATE]

Option Agreement

2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS? STOCK INCENTIVE PLAN STOCK OPTION AWARD [GRANT DATE] | Document Parties: DUN & BRADSTREET CORP/NW | 2000 DUN & BRADSTREET CORPORATION You are currently viewing:
This Option Agreement involves

DUN & BRADSTREET CORP/NW | 2000 DUN & BRADSTREET CORPORATION

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Title: 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS? STOCK INCENTIVE PLAN STOCK OPTION AWARD [GRANT DATE]
Governing Law: New York     Date: 2/25/2008
Industry: Printing and Publishing     Sector: Services

2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS? STOCK INCENTIVE PLAN STOCK OPTION AWARD [GRANT DATE], Parties: dun & bradstreet corp/nw , 2000 dun & bradstreet corporation
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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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