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Exhibit
10.1
THE DUN &
BRADSTREET CAREER TRANSITION PLAN
(As amended and restated
effective January 1, 2008)
The Dun & Bradstreet
Corporation (the “Company”) wishes to define those
circumstances under which it will provide assistance to an Eligible
Employee in the event of his or her Eligible Termination (as such
terms are defined herein). Accordingly, the Company hereby
establishes The Dun & Bradstreet Career Transition Plan
(the “Plan”).
SECTION 1
DEFINITIONS
1.1. “Base
Salary” shall mean an employee’s annualized base
salary, excluding the following items: (a) overtime,
(b) bonuses and commissions, whether fixed or variable
payments, (c) employer contributions to or benefits under any
employee benefit plan or deferred compensation arrangement,
(d) any special or one-time payments, including without
limitation, automobile or relocation allowances, and (e) other
accrued benefits, including without limitation,
vacation.
1.2. “Cause”
shall mean (a) willful malfeasance or willful misconduct by
the Eligible Employee in connection with his or her employment,
(b) continuing failure of the Eligible Employee to perform
such duties as are requested by any employee to whom the Eligible
Employee reports or the Participating Company’s Board of
Directors, (c) failure by the Eligible Employee to observe
material policies of the Participating Company applicable to the
Eligible Employee or (d) the commission by an Eligible
Employee of (i) any felony or (ii) any misdemeanor
involving moral turpitude under applicable law.
1.3. “Compensation and
Benefits Committee” shall mean the Compensation and Benefits
Committee of the Board of Directors of the Company.
1.4. “Eligible
Employee” shall mean a full-time salaried employee or regular
part-time salaried employee of any Participating Company who is on
the United States payroll of a Participating Company as of the date
of Eligible Termination other than an employee who is otherwise
eligible for severance benefits pursuant to an employment agreement
or other individual agreement with any Participating
Company.
1.5. “Eligible
Termination” shall mean (a) an involuntary termination
of employment with a Participating Company by reason of a reduction
in force program, job elimination or unsatisfactory performance in
the execution of an Eligible Employee’s
duties or (b) a resignation
mutually agreed to in writing by the Participating Company and the
Eligible Employee. Notwithstanding the foregoing, an Eligible
Termination shall not include (w) a unilateral resignation,
(x) a termination by a Participating Company for Cause,
(y) a termination as a result of a sale (whether in whole or
in part, of stock or assets), an elimination or reduction of any
operations in connection with the purchase of comparable operations
from a third-party vendor (including an outsourcing), a merger or
other combination, spin-off, reorganization or liquidation,
dissolution or other winding up or other similar transaction
involving a Participating Company, in any case, where an offer of
employment at a Comparable Base Salary (as defined herein) is made
to the Eligible Employee by the purchaser, acquirer or successor or
surviving entity (including a third-party vendor) concurrently with
his or her termination, or (z) any termination where an offer
of employment with a Participating Company at a Comparable Base
Salary is made to the Eligible Employee concurrently with his or
her termination. An offer of employment shall be deemed to be a
“Comparable Base Salary” if it is not less than the
Eligible Employee’s Base Salary at the time of his or her
Eligible Termination. For purposes of this Section 1.5, an
Eligible Employee shall be treated as receiving an offer of
employment at a Comparable Base Salary if the Plan Administration
Committee in good faith determines that the Eligible Employee would
have received such an offer but for the Eligible Employee’s
failure to diligently apply for such employment.
1.6. “Named
Fiduciaries” shall be the Board of Directors and the
Compensation and Benefits Committee of the Company.
1.7. “Participating
Company” shall mean the Company or any other affiliated
entity more than 50% of the voting interests of which are owned,
directly or indirectly, by the Company and which has elected to
participate in the Plan by action of its Board of
Directors.
1.8. “Plan
Administration Committee” shall mean the Plan Administration
Committee appointed by the Board of Directors of the
Company.
1.9. “Plan Benefits
Committee” shall mean the Plan Benefits Committee appointed
by the Board of Directors of the Company.
1.10. “Retirement
Benefits” shall mean retirement or pension benefits an
Eligible Employee is entitled to receive from a Participating
Company or any other entity, including without limitation benefits
under the Federal Social Security Act and retirement or pension
benefits under any plan sponsored by a Participating Company or any
other entity, whether or not intended to meet the requirements of
Section 401(a) of the Internal Revenue Code of 1986, as
amended.
1.11. “Salary”
shall mean an Eligible Employee’s Base Salary at the time his
or her employment terminates.
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1.12. “Severance and
Release Agreement” shall mean an agreement, in a form to be
approved by the Company, signed by the Eligible Employee prior to
the Eligible Employee becoming entitled to any benefits pursuant to
this Plan. The form of Severance and Release Agreement shall
include a general release of claims which will be as inclusive as
the release included in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, a Participating Company may, by
action of its chief human resources officer or chief legal counsel,
modify the form of Severance and Release Agreement to be signed by
any Eligible Employee.
1.13. “Years of
Service” shall mean one-twelfth (1/12th) of an Eligible
Employee’s total number of full months of regular employment
(whether full-time or part-time) with a Participating Company
(beginning with his or her initial date of hire). Years of Service
will be reduced by any period of regular employment for which an
Eligible Employee was previously paid severance under the
Plan.
SECTION 2
SEVERANCE
BENEFITS
2.1. Subject to the
provisions and requirements of this Section 2, in the event of
an Eligible Termination, an Eligible Employee shall become eligible
to receive from the Participating Company the benefits set forth on
Schedule A hereto, as applicable.
2.2. Eligible Employees shall
only become eligible for payments or benefits pursuant to this Plan
after first signing a valid Severance and Release Agreement and
only if the Eligible Employee does not revoke such agreement prior
to the expiration of any applicable revocation period set forth
herein.
2.3. Notwithstanding any
other provision contained herein, the Chief Executive Officer of
the Company may, at any time, take such action as such officer, in
such officer’s sole discretion, deems appropriate to reduce
or increase by any amount the benefits otherwise payable to an
Eligible Employee pursuant to the applicable Schedule or otherwise
modify the terms and conditions applicable to an Eligible Employee
under this Plan. Benefits granted hereunder may not exceed an
amount nor be paid over a period which would cause the Plan to be
other than a “welfare benefit plan” under
Section 3(1) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”).
2.4. In the event a
Participating Company, in its sole discretion, grants an Eligible
Employee a period of inactive employee status, then, in such event,
any amounts paid to such Eligible Employee during any such period
shall offset the benefits payable under this Plan. For this
purpose, a period of inactive employee status shall mean the period
beginning on the date such status commences (of which the Eligible
Employee shall be notified) and ending on the date of such Eligible
Employee’s termination of employment.
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SECTION 3
AMENDMENT AND
TERMINATION
3.1. The Company reserves the
right to terminate the Plan on behalf of any or all Participating
Companies at any time and without any further obligation by action
either the Compensation and Benefits Committee, the Plan Benefits
Committee or such other person or persons to whom the Board
properly delegates such authority. Employees do not vest in this
benefit. Any other Participating Company may cease participation in
the Plan by action of its Board of Directors or such other person
or persons to whom such Board properly delegates such
authority.
3.2. The Company shall have
the right to modify or amend the terms of the Plan at any time, or
from time to time, to any extent that it may deem advisable by
action of its Board of Directors, the Compensation and Benefits
Committee, the Plan Benefits Committee or such other person or
persons to whom the Board or either of the Committees properly
delegates such authority.
3.3. All modifications of or
amendments to the Plan shall be in writing.
SECTION 4
ADMINISTRATION OF THE
PLAN
4.1. The Named Fiduciaries
shall severally and not jointly have authority to control and
manage the operation and administration of the Plan and to manage
and control its assets.
4.2. The Named Fiduciaries
may from time to time allocate fiduciary responsibilities among
themselves and may designate persons other than Named Fiduciaries
to carry out fiduciary responsibilities under the Plan, and such
persons shall be deemed to be fiduciaries under the Plan with
respect to such delegated responsibilities. Fiduciaries may employ
one or more persons to render advice with regard to any
responsibility such fiduciary has under the Plan.
4.3. The Named Fiduciaries
(and their delegees) shall have the exclusive right to interpret
any and all of the provisions of the Plan and to determine any
questions arising thereunder or in connection with the
administration of the Plan. Any decision or action by the Named
Fiduciaries (and their delegees) shall be conclusive and binding
upon all employees, participants and beneficiaries. In all
instances the Named Fiduciaries (and their delegees) shall have
complete discretionary authority to
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determine eligibility for participation
and benefits under the Plan, and to construe and interpret all
provisions of the Plan and all documents relating thereto
including, without limitation, all disputed and uncertain terms.
All deference permitted by law shall be given to such
constructions, interpretations and determinations.
4.4. Any action to be taken
by the Named Fiduciaries shall be taken by a majority of the
members of either the Board of Directors of the Company or the
Compensation and Benefits Committee at a meeting or by written
instrument approved by such majority in the absence of a meeting. A
written resolution or memorandum signed by one member of the Board
of Directors or the Compensation and Benefits Committee and the
secretary of the Board or the Compensation and Benefits Committee,
as appropriate, shall be sufficient evidence to any person of any
action taken pursuant to the Plan. Notwithstanding the foregoing,
if the Company’s by-laws or charter require an alternate
method for approval of any action, the method required pursuant to
the by-laws or charter shall be followed.
4.5. Any person, corporation
or other entity may serve in more than one fiduciary capacity under
the Plan.
4.6. The Company shall
indemnify all directors, officers, fiduciaries and employees of a
Participating Company, or their heirs and legal representatives,
against all liability and reasonable expense, including counsel
fees, related to any matter or action arising in connection with or
pursuant to this Plan, to the greatest extent permitted by the
Company’s charter, by-laws and applicable law.
SECTION 5
MISCELLANEOUS
5.1. Neither the
establishment of the Plan nor any action of a Participating
Company, the Compensation and Benefits Committee, the Plan Benefits
Committee, the Plan Administration Committee or any fiduciary shall
be held or construed to confer upon any person any legal right to
continue employment with a Participating Company. Each
Participating Company expressly reserves the right to discharge any
employee whenever the interest of such Participating Company, in
its sole judgment, may so require, without any liability on the
part of such Participating Company, the Compensation and Benefits
Committee, the Plan Benefits Committee, the Plan Administration
Committee, or any fiduciary.
5.2. Benefits payable under
the Plan shall be paid out of the general assets of a Participating
Company. No Participating Company need fund the benefits payable
under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding any Participating Company from funding or
setting aside amounts in anticipation of paying such benefits. Any
benefits payable to an Eligible Employee under this Plan shall
represent an unsecured claim by such Eligible Employee against the
general assets of the Participating Company that employed such
Eligible Employee.
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5.3. A Participating Company
shall deduct from the amount of any severance benefits payable
hereunder the amount required by law to be withheld for the payment
of any taxes and any other amounts properly to be
withheld.
5.4. Benefits payable under
the Plan shall not be subject to assignment, alienation, transfer,
pledge, encumbrance, commutation or anticipation by the Eligible
Employee. Any attempt to assign, alienate, transfer, pledge,
encumber, commute or anticipate Plan benefits shall be
void.
5.5. This Plan shall be
interpreted and applied in accordance with the laws of the State of
New Jersey, except to the extent superseded by applicable federal
law.
5.6. This Plan will be of no
force or effect to the extent superseded by foreign law.
5.7. This Plan supersedes any
and all prior severance arrangements, policies, plans or practices
of the Company and of any Participating Company (whether written or
unwritten). Notwithstanding the preceding sentence, the Plan does
not affect the severance provisions of any written individual
employment contracts or written agreements between an Eligible
Employee and a Participating Company, nor does it affect any
Retirement Benefits. Benefits payable under the Plan shall be
offset by any other severance or termination payment or pay in lieu
of notice of termination made by a Participating Company including,
but not limited to, amounts paid pursuant to any agreement, plan,
policy or law.
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Schedule A
This Schedule A is applicable
to Eligible Employees covered by Section 1.4 of the Plan. An
Eligible Employee entitled to benefits hereunder shall, subject to
Section 2 of the Plan, receive the following:
1. Salary Continuation
.
(a) If the Eligible Employee
incurs an Eligible Termination, he or she shall be eligible for
Salary continuation, payable pursuant to the Company’s normal
payroll practices, through the Salary Continuation Period, as
defined in this paragraph 1.
(b) If the Eligible Employee
incurs an Eligible Termination for any reason other than
unsatisfactory performance, he or she shall have a “Salary
Continuation Period” based on the Eligible Employee’s
Years of Service and Salary in accordance with the following
table:
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YEARS OF SERVICE |
| ANNUAL BASE SALARY |
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LESS THAN 5 |
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5 -9 |
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10 AND
ABOVE
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| UNDER $100,000 |
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8 weeks |
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16 weeks |
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24 weeks |
| $100,000 TO $149,999 |
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16 weeks |
|
24 weeks |
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32 weeks |
| $150,000 TO $199,999 |
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24 weeks |
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32 weeks |
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40 weeks |
| $200,000 TO $299,999 |
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32 weeks |
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40 weeks |
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48 weeks |
| $300,000 AND ABOVE |
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40 weeks |
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48 weeks |
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52 weeks |
(c) If the Eligible Employee
incurs an Eligible Termination by reason of unsatisfactory
performance, he or she shall have a “Salary Continuation
Period” based on the Eligible Employee’s Years of
Service and Salary in accordance with the following
table:
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YEARS OF SERVICE |
| ANNUAL BASE SALARY |
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LESS THAN 5 |
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5 -9 |
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10 AND
ABOVE |
| UNDER $100,000 |
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4 weeks |
|
8 weeks |
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12 weeks |
| $100,000 TO $149,999 |
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8 weeks |
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12 weeks |
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16 weeks |
| $150,000 TO $199,999 |
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12 weeks |
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16 weeks |
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20 weeks |
| $200,000 TO $299,999 |
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16 weeks |
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20 weeks |
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24 weeks |
| $300,000 AND ABOVE |
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20 weeks |
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24 weeks |
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26 weeks |
(d) Notwithstanding the
foregoing, in no case shall the Salary Continuation Period extend
beyond the New Employment Date, as defined below.
2. New Employment
.
(a) The Eligible Employee
shall have a “New Employment Date” as of the first date
during the Salary Continuation Period that he or she commences
performing services, or expands the scope or amount of services
performed, for any Participating Company or any other entity,
whether or not related to the Company. An Eligible Employee who
continues to perform services for an entity other than a
Participating Company that he or she performed while employed by
the Participating Company will not be deemed to have a New
Employment Date unless and until he or she expands the scope or
amount of those services. To “perform services” means
to perform any personal services for remuneration, compensation or
reward as an employee, consultant, owner, partner, associate, agent
or otherwise on behalf of any person, principal, partnership, firm
or corporation (or any other legal entity) or as a sole proprietor.
For purposes of clarity, acceptance of Retirement Benefits does
not, in and of itself, cause an Eligible Employee to have a New
Employment Date.
(b) The Eligible Employee
shall periodically certify to the Company that he or she has not
had a New Employment Date. Such certification must be delivered in
writing to the Employee Relations Leader each calendar quarter
during the Salary Continuation Period, beginning with the first
calendar quarter that ends on or after the date of termination.
Failure to make the certification within five (5) business
days of the end of each calendar quarter will result in the
permanent discontinuation of the benefits described in paragraph 1
(salary continuation), paragraph 3 (welfare benefit continuation),
and paragraph 4 (annual bonus payment).
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(c) The Eligible Employee
shall notify the Company within five (5) business days of any
New Employment Date. Such notice must be delivered in writing to
the Employee Relations Leader or such other leader as may be
designated from time to time by the Company’s chief human
resources officer. An Eligible Employee who provides timely notice
of his or her New Employment Date shall be eligible to receive a
New Employment Notification Bonus, defined below, but only if he or
she is not employed by the Company or any Participating
Company.
(d) The New Employment
Notification Bonus shall be equal to fifty percent (50%) of
the total Salary continuation payments that the Eligible Employee
would receive after the New Employment Date through the remainder
of the Salary Continuation Period, if he or she did not have a New
Employment Date. Such bonus shall be reduced by the Salary
continuation payments, if any, paid to the Eligible Employee after
the New Employment Date and shall be payable to the Eligible
Employee in a lump sum within thirty (30) days of receipt of
timely notification of his or her New Employment Date by the
Participating Company.
(e) If the Eligible Employee
fails to timely notify the Participating Company of his or her New
Employment Date, he or she will immediately (i) forfeit any
and all rights under the Plan to Salary continuation and welfare
benefit continuation through the Salary Continuation Period and
(ii) repay to the Participating Company an amount equal one
hundred percent (100%) of the Salary continuation payments he
or she received after the New Emp
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