Exhibit 10.9
THE DUN & BRADSTREET
CORPORATION
2000 STOCK INCENTIVE
PLAN
STOCK OPTION AWARD
([DATE])
This STOCK OPTION AWARD (this
“ Award ”) is being granted to
(the “ Participant ”) as of this
day of
, 20 (the “ Grant Date
”) by THE DUN & BRADSTREET CORPORATION (the “
Company ”) pursuant to THE DUN & BRADSTREET
CORPORATION 2000 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
shares of
the Company’s common stock, par value $.01 per share (the
“ Shares ”), at a purchase price per Share of $
, 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.
4. Termination of Employment
.
(a) Exercisability Upon
Termination of Employment by Death or Disability . If the
Participant’s employment with the Company and its Affiliates
terminates by reason of death or Disability (as defined in the
Plan) after the first
-1-
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 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 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 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
