Exhibit 10.10
THE DUN & BRADSTREET
CORPORATION
2000 STOCK INCENTIVE
PLAN
INTERNATIONAL STOCK OPTION
AWARD
(MM/DD/YYYY)
This STOCK OPTION AWARD (this
“ Award ”) is being granted to Name (the “
Participant ”) as of this DD day of Month, 2008 (the
“ Grant Date ”) by THE DUN & BRADSTREET
CORPORATION (the “ Company ”) pursuant to THE
DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN, as
amended and restated effective January 1, 2009 (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 #Options shares of the Company’s
Common Stock, par value $.01 per share (the “ Shares
”), at a purchase price per Share of USDprice which is the
Fair Market Value per Share on the Grant Date (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 in equal
installments on the first, second, third and fourth anniversaries
of the Grant Date ( i.e. , 25% on each anniversary) and
shall be exercisable only to the extent that it has vested. This
Option shall cease to vest upon the Participant’s termination
of active employment, and may be exercised after the
Participant’s date of termination only as set forth
below.
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4. Termination of Employment
.
(a) Exercisability Upon
Termination of Employment by Death or Disability . If the
Participant’s active employment with the Company and its
Affiliates terminates by reason of death or Disability (as defined
in the Plan) after the first anniversary of the Grant Date,
(i) the unexercised portion of such Option shall immediately
vest in full and (ii) such portion may thereafter be exercised
during the shorter of (A) the remaining term of the Option or
(B) five years after the date of death or
Disability.
(b) Exercisability Upon
Termination of Employment by Retirement . If the
Participant’s employment with the Company and its Affiliates
terminates by reason of Retirement (as defined in the Plan) after
the first anniversary of the Grant Date, the unexercised portion of
the Option may thereafter be exercised during the shorter of
(i) the remaining term of the Option or (ii) five years
after the date of such termination of employment (the “
Post-Retirement Exercise Period ”), but only to
the extent to which such Option was exercisable at the time of such
termination of active employment or becomes exercisable during the
Post-Retirement Exercise Period; provided , however ,
that if the Participant dies within a period of five years after
such termination of employment, 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 active employment or (B) one year after the
date of death (the “ Special Exercise Period ”),
but only to the extent to which such Option was exercisable
at the time of such termination of active employment or becomes
exercisable during the Special Exercise Period.
(c) Effect of Other Termination
of Employment . If the Participant’s employment with the
Company and its Affiliates terminates (i) for any reason
(other than death, Disability or Retirement after the first
anniversary of the Grant Date) or (ii) for any reason on or
prior to the first anniversary of the Grant Date, an unexercised
Option may thereafter be exercised during the period ending 30 days
after the date of such termination of employment, but only
to the extent to which such Option was exercisable at the time of
such termination of active employment.
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5. Manner of Exercise
.
(a) Option Exercise and Issuance
of Shares . Until the Company determines otherwise, Option
exercises and delivery of Shares will be administered by an
independent third-party broker selected from time to time by the
Company.
(b) Limitations on Exercise .
This Option may not be exercised unless such exercise is in
compliance, to the reasonable satisfaction of the Company, with all
applicable laws including, without limitation, the Company’s
insider trading policy.
6. Tax Withholding
.
(a) Regardless of any action the
Company or the Participant’s employer (the “
Employer ”) takes with respect to any or all income
tax, social insurance, payroll tax, payment on account or other
tax-related items related to the Participant’s participation
in the Plan (“ Tax-Related Items ”), the
Participant acknowledges that the ultimate liability for all
Tax-Related Items is and remains the Participant’s
responsibility and may exceed the amount actually withheld by the
Company and/or the Employer. The Participant further acknowledges
that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option
grant, including the grant, vesting or exercise of the Option, the
subsequent sale of Shares acquired pursuant to such exercise and
the receipt of any dividends; and (2) do not commit and are
under no obligation to structure the terms of the grant or any
aspect of the Option to reduce or eliminate my liability for
Tax-Related Items.
(b) Notwithstanding anything to the
contrary contained in this Award, it is a condition of the
obligation of the Company to issue and deliver the Shares that the
Participant shall pay or make adequate arrangements satisfactory to
the Company and/or the Employer to satisfy all withholding of
Tax-Related Items and payment on account obligations of the Company
and/or the Employer. In this regard, the Participant authorizes the
Company and/or the Employer, or their respective agents, at their
discretion, to withhold all applicable Tax-Related Items by one or
a combination of the following: (1) withholding from the
Participant’s wages or other cash compensation paid to the
Participant by the Company and/or the Employer;
(2) withholding from proceeds of the sale of the Shares either
through a voluntary sale or
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through a mandatory sale arranged by
the Company (on Participant’s behalf pursuant to this
authorization); or (3) withholding from Shares to be issued
upon exercise of the Option. Further, if the Participant has become
subject to tax in more than one jurisdiction between the date of
grant and the date of any relevant taxable event, the Company
and/or Employer (or former employer, as applicable) may be required
to withhold or account for Tax-Related Items in more than one
jurisdiction.
(c) To avoid negative accounting
treatment, the Company may withhold or account for Tax-Related
Items (including withholding pursuant to applicable tax
equalization policies of the Company or its Affiliates) by
considering applicable minimum statutory withholding amounts or
other applicable withholding rates. If the obligation for
Tax-Related Items is satisfied by withholding in Shares for tax
purposes, the Participant is deemed to have been issued the full
number of Shares that become vested, notwithstanding that a number
of Shares are held back solely for the purpose of paying the Option
Price and/or the Tax-Related Items due as a result of any aspect of
the Participant’s participation in the Plan.
(d) Finally, the Participant shall
pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a
result of the Participant’s participation in the Plan or the
Participant’s purchase of Shares that cannot be satisfied by
the means previously described. The Company may refuse to honor the
exercise and refuse to issue or deliver the Shares or the proceeds
of the sale of Shares if the Participant fails to comply with the
Participant’s obligations in connection with the Tax-Related
Items as described in this section.
7. Nontransferability of
Option . This Option shall not be transferable by the
Participant otherwise than by will or by the laws of descent and
distribution and during the lifetime of the Participant may only be
exercised by the Participant.
8. Change in Control . If
there is a Change in Control of the Company, the unvested portion
of the Option shall become fully vested and exercisable as of the
date of the Change in Control provided the Participant
remains in the continuous employ of the Company or its Affiliates
from the Grant Date until the date of the Change in
Control.
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9. Change in Capital
Structure . The terms of this Option, including the number of
Shares subject to this Option, shall be adjusted in accordance with
Section 10 of the Plan as the Committee determines is
equitably required in the event the Company effects one or more
stock dividends, stock split-ups, subdivisions or consolidations of
Shares or other similar changes in capitalization.
10. Privileges of Stock
Ownership . The Participant shall not have any of the rights of
a shareholder of the Company with respect to any Shares until the
Shares are issued to the Participant and no adjustment shall be
made for cash distributions in respect of such Shares for which the
record date is prior to the date upon which such the Participant or
permitted transferee shall become the holder of record
thereof.
11. Detrimental Conduct
Agreement . The obligations of the Company under this Award are
subject to the Participant’s timely execution, delivery and
compliance with the Detrimental Conduct Agreement in the form
provided by the Company to the Participant.
12. Entire Agreement . The
Plan is incorporated herein by reference and a copy of the Plan can
be requested from the Corporate Secretary Department, The
Dun & Bradstreet Corporation, 103 JFK Parkway, Short
Hills, New Jersey 07078. The Plan and this Award constitute the
entire agreement and understanding of the parties hereto with
respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.
To the extent any provision of this Award is inconsistent or in
conflict with any term or provision of the Plan, the Plan shall
govern. Any action taken or decision made by the Committee arising
out of or in connection with the construction, administration,
interpretation or effect of this Award shall be within its sole and
absolute discretion and shall be final, conclusive and binding on
the Participant and all persons claiming under or through the
Participant.
13. No Rights to Continued
Employment . Nothing contained in the Plan or this Award shall
give the Participant any right to be retained in the employment of
the Company or its Affiliates or affect the right of any such
employer to terminate the Participant. The adoption and maintenance
of the Plan shall not constitute an inducement to, or condition of,
the employment of any Participant. The Plan is
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established voluntarily by the
Company and is discretionary in nature, and any participation by
the Participant is purely voluntary. Participation in the Plan with
respect to this Option award shall not entitle the Participant to
participate with respect to any other award in the future or
benefits in lieu of Options, even if Options have been granted
repeatedly in the past. Any payment or benefit paid to the
Participant with respect to this Option award shall not be
considered to be part of the Participant’s
“salary,” and thus, shall not be taken into account for
purposes of calculating any termination, severance, redundancy,
dismissal, end of service payment, bonus, long-term service awards,
retirement, pension payment, welfare benefits, or any other
employee benefits. In no event should this Option award be
considered as compensation for or relating to, past services for
the Company, the Employer, or any Affiliate of the Company, nor is
this Option award or the underlying Shares intended to replace any
pension rights or compensation. All decisions with respect to
future Options, if any, will be at the sole discretion of the
Company. In the event that the Participant is not an employee of
the Company, the Option award will not be interpreted to form an
employment contract or relationship with the Company or any
Affiliate of the Company. The future value of the underlying Shares
is unknown and cannot be predicted with certainty. If the
underlying Shares do not increase in value, the Options will have
no value. If the Participant exercises the Participant’s
Option and obtains Shares, the value of those Shares acquired upon
exercise may increase or decrease in value, even below the Option
Price. In consideration of the grant of Options, no claim or
entitlement to compensation or damages shall arise from termination
of the vesting of the Option or cancellation of the Option
following termination of the Participant’s employment by the
Company or the Employer (for any reason whatsoever and whether or
not in breach of local labor laws) and the Participant irrevocably
releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found
by a court of competent jurisdiction to have arisen, then, by
accepting this Award, the Participant shall be deemed irrevocably
to have waived the Participant’s entitlement to pursue such
claim. In the event of involuntary termination of the
Participant’s employment (whether or not in breach of local
labor laws), the Participant’s right to receive Options and
vest in Options under the Plan, if
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any, will terminate effective as of
the date that the Participant is no longer actively employed and
will not be extended by any notice period mandated under local law
( e.g. , active employment would not include a period of
“garden leave” or similar period pursuant to local
law); furthermore, in the event of involuntary termination of
employment (whether or not in breach of local labor laws), the
Participant’s right to exercise the Options after termination
of employment, if any, will be measured by the date of termination
of the Participant’s active employment and will not be
extended by any notice period mandated under local law. The
Committee shall have the exclusive discretion to determine when the
Participant is no longer actively employed for purposes of the
Participant’s Option grant.
14. Successors and Assigns .
This Award shall be binding upon and inure to the benefit of all
successors and assigns of the Company and the Participant,
including without limitation, the estate of the Participant and the
executor, administrator or trustee of such estate or any receiver
or trustee in bankruptcy or representative of the
Participant’s creditors.
15. Data Privacy .
The Participant hereby explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of
the Participant’s personal data as described in this Award by
and among, as applicable, the Employer, and the Company and its
Affiliates for the exclusive purpose of implementing, administering
and managing the Participant’s participation in the
Plan.
The Participant understands
that
