Exhibit 10.1
THE DUN & BRADSTREET
EXECUTIVE 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 Executive 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”).
DEFINITIONS
1.1 “Board” shall mean
the Board of Directors of the Company.
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 to perform such duties as are requested
by any employee to whom the Eligible Employee reports or the
Company’s board of directors, (c) failure by the
Eligible Employee to observe material policies of the 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.
1.3 “Change in Control”
shall mean the occurrence of any of the following events, but only
to the extent such event constitutes a “change in control
event” as that term is defined for purposes of Code
Section 409A:
(a) any one person, or more than one
person acting as a group (including owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with the Company, but not
including persons solely because they purchase or own stock of the
Company at the same time or as a result of the same public
offering), acquires (or has acquired during the twelve-month period
ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the Company possessing thirty
percent (30%) or more of the total voting power of the
Company’s stock, but only if such person or group is not
considered to effectively control the Company (within the meaning
of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations)
prior to such acquisition.
(b) a majority of members of the
Board is replaced during any twelve-month period by directors whose
appointment or election is not endorsed by a majority of the
members of the Board before the date of the appointment or
election;
(c) any one person, or more than one
person acting as a group (including owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of
stock, or similar business transaction with the Company, but not
including persons solely because they purchase or own stock of the
Company at the same time or as a result of the same public
offering), acquires ownership of
stock of the Company that, together
with stock held by such person or group, constitutes more than
fifty percent (50%) of the total voting power of the stock of
the Company, but only if such person or group was not considered to
own more than fifty percent (50%) of the total voting power of
the stock of the Company prior to such acquisition; or
(d) any one person, or more than one
person acting as a group (including owners of a corporation that
enters into a merger, consolidation, purchase or acquisition of
assets, or similar business transaction with the Company, but not
including persons solely because they purchase assets of the
Company at the same time), acquires (or has acquired during the
twelve-month period ending on the date of the most recent
acquisition by such person or group) assets from the Company that
have a total gross fair market value (determined without regard to
any liabilities associated with such assets) equal to or more than
ninety percent (90%) of the total gross fair market value of
all of the assets of the Company (determined without regard to any
liabilities associated with such assets) immediately before such
acquisition or acquisitions, except where the assets are
transferred to (i) a shareholder of the Company (immediately
before the asset transfer) in exchange for or with respect to its
stock, (ii) an entity, fifty percent (50%) or more of the
total value or voting power of which is owned, directly or
indirectly, by the Company immediately after the asset transfer,
(iii) a person, or more than one person acting as a group,
that owns, directly or indirectly, fifty percent (50%) or more
of the total value or voting power of all the outstanding stock of
the Company immediately after the asset transfer, or (iv) an
entity, at least fifty percent (50%) of the total value or
voting power of which is owned, directly or indirectly, by a person
described in (iii), above, immediately after the asset
transfer.
1.4 “Committee” shall
mean the Compensation & Benefits Committee of the
Board.
1.5 “Eligible Employee”
shall mean the Chief Executive Officer of the Company and such
other executive officers of the Company or its affiliates as are
designated in writing by the Chief Executive Officer.
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 the 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 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
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(i)
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a unilateral
resignation;
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(ii)
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a termination
by the Company for Cause;
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(iii)
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a termination
as a result of a sale (whether in whole or in part, of stock or
assets), merger or other combination, spinoff, reorganization or
liquidation, dissolution or other winding up or other similar
transactions involving the Company; provided however, that a
termination of employment as a result of a Change in Control shall
not be covered by this clause (iii); or
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(iv)
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any termination
where an offer of employment is made to the Eligible Employee of a
comparable position at the Company.
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1.7 “Salary” shall mean
an Eligible Employee’s annual base salary at the time his or
her employment terminates, except as otherwise provided in Schedule
A hereto.
1.8 “Severance and Release
Agreement” shall mean an agreement signed by the Eligible
Employee substantially in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, the 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 in a manner approved by the Committee (or its
delegee).
1.9 “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 Committee applicable to
all plans and agreements sponsored by the Company that are subject
to Code Section 409A.
Section 2 - SEVERANCE
BENEFITS
2.1 Subject to the provisions of
this Section 2, in the event of an Eligible Termination, an
Eligible Employee shall be entitled to receive from the Company the
benefits set forth on Schedule A hereto.
2.2 The grant of severance 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 Career 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 (except as set forth in this
Section 2.3), 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 Schedule A or otherwise modify the
terms and conditions applicable to an Eligible Employee under this
Plan provided , that the Chief Executive Officer reports any
reduction or increase in benefits or other modification of the
terms and conditions hereof to the Committee and provided ,
further , that with respect to benefits payable, or other
modifications applicable, to the Chief Executive Officer, only the
Committee may take such action. Benefits granted hereunder may not
exceed an amount nor be paid over a period that 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 the 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 after the expiration of the six-month period
immediately following the date of termination or, if earlier, the
date of Eligible Employee’s death, if the Eligible Employee
is a
