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THE DUN & BRADSTREET CAREER TRANSITION PLAN

Transition Agreement

THE DUN & BRADSTREET CAREER TRANSITION PLAN | Document Parties: The Dun & Bradstreet Corporation You are currently viewing:
This Transition Agreement involves

The Dun & Bradstreet Corporation

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Title: THE DUN & BRADSTREET CAREER TRANSITION PLAN
Governing Law: New Jersey     Date: 11/6/2007
Industry: Printing and Publishing     Sector: Services

THE DUN & BRADSTREET CAREER TRANSITION PLAN, Parties: the dun & bradstreet corporation
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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:

 

    YEARS OF SERVICE
ANNUAL BASE SALARY   LESS THAN 5   5 -9  

10 AND

ABOVE

UNDER $100,000   8 weeks   16 weeks   24 weeks
$100,000 TO $149,999   16 weeks   24 weeks   32 weeks
$150,000 TO $199,999   24 weeks   32 weeks   40 weeks
$200,000 TO $299,999   32 weeks   40 weeks   48 weeks
$300,000 AND ABOVE   40 weeks   48 weeks   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   LESS THAN 5   5 -9   10 AND
ABOVE
UNDER $100,000   4 weeks   8 weeks   12 weeks
$100,000 TO $149,999   8 weeks   12 weeks   16 weeks
$150,000 TO $199,999   12 weeks   16 weeks   20 weeks
$200,000 TO $299,999   16 weeks   20 weeks   24 weeks
$300,000 AND ABOVE   20 weeks   24 weeks   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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