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THE DUN & BRADSTREET CAREER TRANSITION PLAN

Transition Agreement

THE DUN & BRADSTREET CAREER TRANSITION PLAN | Document Parties: Dun & Bradstreet Corporation | Dun & Bradstreet, Inc You are currently viewing:
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Dun & Bradstreet Corporation | Dun & Bradstreet, Inc

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Title: THE DUN & BRADSTREET CAREER TRANSITION PLAN
Governing Law: New Jersey     Date: 11/6/2008
Industry: Printing and Publishing     Sector: Services

THE DUN & BRADSTREET CAREER TRANSITION PLAN, Parties: dun & bradstreet corporation , dun & bradstreet  inc
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Exhibit 10.3

THE DUN & BRADSTREET CAREER TRANSITION PLAN

(As amended and restated effective January 1, 2009)

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 maintains The Dun & Bradstreet Career Transition Plan (the “Plan”). The Plan is hereby amended and restated effective January 1, 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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. “Board” shall mean the Board of Directors of the Company.

1.3. “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.

1.4. “Compensation & Benefits Committee” shall mean the Compensation & Benefits Committee of the Board.

1.5. “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.

1.6. “Eligible Termination” shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) that is (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, provided that the circumstances of such resignation constitute an involuntary termination for purposes of Code Section 409A. 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 1.6, 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.

1.7. “Named Fiduciaries” shall be the Compensation & Benefits Committee and the Plan Administration Committee.

1.8. “Participating Company” shall mean the Company or any other affiliated entity more than fifty percent (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.

1.9. “Plan Administration Committee” shall mean the Plan Administration Committee appointed by the Board or by the Compensation & Benefits Committee.

1.10. “Plan Benefits Committee” shall mean the Plan Benefits Committee appointed by the Board or by the Compensation & Benefits Committee.

1.11. “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.

1.12. “Salary” shall mean an Eligible Employee’s Base Salary at the time his or her employment terminates.

 

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1.13. “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.

1.14. “Specified Key Employee” shall mean an Eligible Employee who, at the time of his or her Eligible Termination is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

1.15. “Years of Service” shall mean one-twelfth (  1 / 12 th) 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. The grant of benefits pursuant to Section 2.1 hereof is conditioned upon an Eligible Employee’s (a) signing a Severance and Release Agreement and the expiration of any revocation period set forth therein and (b) relinquishment of any right to benefits under the Dun & Bradstreet Executive Transition Plan. The Company shall deliver the Severance and Release Agreement to the Eligible Employee within ten (10) days of an Eligible Termination. No payments of severance benefits pursuant to Section 2.1 shall be made prior to the date that both (i) the Eligible Employee has delivered an original, signed Severance and Release Agreement to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that Eligible Employee had not yet delivered an original, signed Severance and Release Agreement (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following the date of the Eligible Termination. If an Eligible Employee does not deliver an original, signed Severance and Release Agreement to the Company within forty-five (45) business days after receipt of the same from the Company, (i) the Eligible Employee shall have no rights to severance benefits pursuant to Section 2.1, and (ii) the Company shall have no obligation to pay or provide to the Eligible Employee any such severance benefits.

 

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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.

2.5. Any payment that does not qualify as a short-term deferral under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(4) or a limited payment under Treasury Regulation Section 1.409A-1(b)(9)(v)(D) will not be made before the date immediately after the expiration of the six-month period following the date of termination or, if earlier, the date of Eligible Employee’s death, if the Eligible Employee is a Specified Key Employee as of the Eligible Termination. Payments to which the Eligible Employee otherwise would be entitled during the first six months following an Eligible Termination (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Eligible Termination. Notwithstanding the foregoing, to the maximum extent permitted under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(9)(iii), during the Six-Month Delay and as soon as practicable after satisfaction of Section 2.2 of this Plan, the Company will pay the Eligible Employee an amount equal the lesser of (A) the benefits scheduled to be provided under the Plan, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Eligible Termination occurs, and (2) the sum of the Eligible Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Eligible Employee’s taxable year preceding the taxable year in which the Eligible Termination occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Eligible Employee by the Company under the Plan.

2.6. Notwithstanding any provision herein to the contrary, the Participating Company may, in its sole discretion, accelerate the payment of an Eligible Employee’s benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Eligible Employee shall have any election, direct or indirect, with respect to any such acceleration.

 

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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 of the Compensation & 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 the Board, the Compensation & 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. Any amendment shall be effective only to the extent such amendment does not cause the terms of the Plan or any benefit hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

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 Eligible Employees and all other interested parties. 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 a Named Fiduciary shall be taken by a majority of the members of the Named Fiduciary 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 Named Fiduciary and the secretary of such Named Fiduciary 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 & 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 & 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, so long as any such arrangement complies with Code Section 409A. 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. All references to statutory provisions and related regulatory provisions used herein shall include any similar or successor provisions. The exclusive jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan shall be exclusively in the courts in the State of New Jersey, including the Federal Courts located therein.

5.6. This Plan will be of no force or effect to the extent superseded by foreign law.

5.7. This Plan is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and shall be administered accordingly. The Plan shall be construed and interpreted with such intent. A right to a series of installment payments under the Plan is to be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). The Company, the Board, the Compensation & Benefits Committee, the Plan Administration Committee, the Plan Benefits Committee and the Participating Companies make no representations that the Plan, the administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an operational failure occurs with respect to Code Section 409A, any affected Eligible Employee shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the Internal Revenue Service.

5.8. 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 1.5 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


 
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