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Exhibit 10.15
1998 MOODY'S CORPORATION
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
(as amended and restated as of the Distribution Date)
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company in attracting, retaining
and compensating non-employee directors and to enable them to increase their
ownership of Shares. The Plan will be beneficial to the Company and its
stockholders since it will allow non-employee directors of the Board to have a
greater personal financial stake in the Company through the ownership of Shares,
in addition to underscoring their common interest with stockholders in
increasing the value of the Shares on a long-term basis. As a result of the
distribution of the shares of New D&B owned by the Company to the holder of
record of Shares, the Company has amended and restated the Plan as of the
Distribution Date.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended,
or any successor thereto.
(b) Award: An Option, Share of Restricted Stock or
Performance Share granted pursuant to the Plan.
(c) Beneficial Owner: As such term is defined in Rule
13d-3 under the Act (or any successor rule thereto).
(d) Board: The Board of Directors of the Company.
(e) Change in Control: The occurrence of any of the
following events: (i) any "Person," as such term is
used in Sections 13(d) and 14(d) of the Act, (other
than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of
the Company, or any corporation owned, directly or
indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership
of stock of the Company), is or becomes the
Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of
the combined voting power of the Company's then
outstanding securities.
(ii) during any period of twenty-four months
(not including any period prior to the Distribution
Date), individuals who at the beginning of such
period constitute the Board, and any new Director
(other than a Director designated by a person who has
entered into an agreement with the Company to effect
a transaction described in clause (i), (iii) or (iv)
of
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this Section, a Director designated by any Person
(including the Company) who publicly announces an
intention to take or to consider taking actions
(including, but not limited to, an actual or
threatened proxy contest) which if consummated would
constitute a Change in Control or a Director
designated by any Person who is the Beneficial Owner,
directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power
of the Company's securities) whose election by the
Board or nomination for election by the Company's
shareholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in
office who either were Directors at the beginning of
the period or whose election or nomination for
election was previously so approved cease for any
reason to constitute at least a majority thereof.
(iii) the shareholders of the Company
approve a merger or consolidation of the Company with
any other corporation, other than a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more than
50% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation and after which no Person holds 20% or
more of the combined voting power of the then
outstanding securities of the Company or such
surviving entity; or
(iv) the shareholders of the Company approve
a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets.
(f) Code: The Internal Revenue Code of 1986, as amended,
or any successor thereto.
(g) Committee: The Compensation and Benefits Committee of
the Board, or any successor thereto or other
committee designated by the Board to assume the
obligations of the Committee hereunder.
(h) Company: The New Dun & Bradstreet Corporation, a
Delaware corporation, to be renamed "The Dun &
Bradstreet Corporation" after June 30, 1998, to be
renamed the Moody Corporation after the Distribution
Date.
(i) D&B: The Dun & Bradstreet Corporation, a Delaware
corporation.
(j) Disability: Inability to continue to serve as a
non-employee director due to a medically determinable
physical or mental impairment which constitutes a
permanent and total disability, as determined by the
Committee (excluding any member thereof whose own
Disability is at issue in a given case) based upon
such evidence as it deems necessary and appropriate;
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provided, however, that following the Distribution
Date, the Disability of a New D&B Director shall be
determined by the New D&B Committee. A Participant
shall not be considered disabled unless he or she
furnishes such medical or other evidence of the
existence of the Disability as the Committee or the
New D&B Committee, as the case may be, in its sole
discretion, may require.
(k) Distribution Date: The date on which the shares of
New D&B that are owned by the Company are distributed
to the holders of record of shares of the Company.
(l) Effective Date: The date on which the Plan takes
effect, as defined pursuant to Section 14 of the
Plan.
(m) Fair Market Value: On a given date, the arithmetic
mean of the high and low prices of the Shares as
reported on such date on the Composite Tape of the
principal national securities exchange on which such
Shares are listed or admitted to trading, or, if no
Composite Tape exists for such national securities
exchange on such date, then on the principal national
securities exchange on which such Shares are listed
or admitted to trading, or, if the Shares are not
listed or admitted on a national securities exchange,
the arithmetic mean of the per Share closing bid
price and per Share closing asked price on such date
as quoted on the National Association of Securities
Dealers Automated Quotation System (or such market in
which such prices are regularly quoted), or, if there
is no market on which the Shares are regularly
quoted, the Fair Market Value shall be the value
established by the Committee in good faith. If no
sale of Shares shall have been reported on such
Composite Tape or such national securities exchange
on such date or quoted on the National Association of
Securities Dealers Automated Quotation System on such
date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted
shall be used.
(n) New D&B: The New D&B Corporation, a Delaware
corporation, to be renamed "The Dun & Bradstreet
Corporation" following the Distribution Date.
(o) New D&B Board: The Board of Directors of New D&B.
(p) New D&B Change in Control: The occurrence of any of
the following events:
(i) any "Person," as such term is used in
Sections 13(d) and 14(d), (other than New D&B, any
trustee or other fiduciary holding securities under
an employee benefit plan of New D&B, or any
corporation owned, directly or indirectly, by the
shareholders of New D&B in substantially the same
proportions as their ownership of stock of New D&B),
is or becomes the Beneficial Owner, directly or
indirectly, of
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securities of New D&B representing 20% or more of the
combined voting power of New D&B's then outstanding
securities.
(ii) during any period of twenty-four months
(not including any period prior to the Distribution
Date), individuals who at the beginning of such
period constitute the New D&B Board, and any new
Director (other than a Director designated by a
person who has entered into an agreement with New D&B
to effect a transaction described in clause (i),
(iii) or (iv) of this Section, a Director designated
by any Person (including New D&B) who publicly
announces an intention to take or to consider taking
actions (including, but not limited to, an actual or
threatened proxy contest) which if consummated would
constitute a New D&B Change in Control or a Director
designated by any Person who is the Beneficial Owner,
directly or indirectly, of securities of New D&B
representing 10% or more of the combined voting power
of New D&B's securities) whose election by the New
D&B Board or nomination for election by New D&B's
shareholders was approved by a vote of at least
two-thirds (2/3) of the Directors then still in
office who either were Directors at the beginning of
the period or whose election or nomination for
election was previously so approved cease for any
reason to constitute at least a majority thereof.
(iii) the shareholders of New D&B approve a
merger or consolidation of New D&B with any other
corporation, other than a merger or consolidation
which would result in the voting securities of New
D&B outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by
being converted into voting securities of the
surviving entity) more than 50% of the combined
voting power of the voting securities of New D&B or
such surviving entity outstanding immediately after
such merger or consolidation and after which no
Person holds 20% or more of the combined voting power
of the then outstanding securities of New D&B or such
surviving entity; or
(iv) the shareholders of New D&B approve a
plan of complete liquidation of New D&B or an
agreement for the sale or disposition by New D&B of
all or substantially all of New D&B's assets.
(q) New D&B Committee: The Compensation and Benefits
Committee of the New D&B Board, or any successor
thereto or other committee designated by the New D&B
Board to assume the obligations of the New D&B
Committee hereunder.
(r) New D&B Director: A Participant who is a director of
New D&B immediately following the Distribution Date.
(s) Option: A stock option granted pursuant to Section 6
of the Plan.
(t) Option Price: The purchase price per Share of an
Option, as determined pursuant to Section 6(b) of the
Plan.
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(u) Participant: Any director of the Company who is not
an employee of the Company or any Subsidiary of the
Company as of the date that an Award is granted.
(v) Performance Period: The calendar year or such other
period of time as shall be designated by the
Committee from time to time.
(w) Performance Share: A periodic bonus award, payable in
unrestricted Shares, granted pursuant to Section 8(a)
of the Plan.
(x) Person: As such term is used for purposes of Section
13(d) or 14(d) of the Act (or any successor section
thereto).
(y) Plan: The 1998 Moody's Corporation Non-Employee
Directors' Stock Incentive Plan, as amended and
restated.
(z) Restricted Stock: A Share of restricted stock granted
pursuant to Section 7 of the Plan.
(aa) Retirement: Termination of service with the Company
after such Participant has attained age 70,
regardless of the length of such Participant's
service; or, with the prior written consent of the
Committee (excluding any member thereof whose own
Retirement is at issue in a given case), termination
of service at an earlier age after the Participant
has completed six or more years of service with the
Company; provided, however, that following the
Distribution Date, the Retirement of a New D&B
Director shall be based on his or her service as a
non-employee director of the Board and the New D&B
Board and/or the prior written consent of the New D&B
Committee.
(bb) Shares: Shares of common stock, par value $0.01 per
share, of the Company.
(cc) Subsidiary: A subsidiary corporation, as defined in
Section 424(f) of the Code (or any successor section
thereto).
(dd) Termination of Service: A Participant's termination
of service with the Company; provided, however, that
following the Distribution Date, a New D&B Director's
termination of service shall be based on his or her
termination of service with New D&B.
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is
200,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Awards shall reduce the total number of Shares
available under the Plan. Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.
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4. ADMINISTRATION
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two "non-employee directors" within the meaning of Rule 16b-3
under the Act (or any successor rule thereto); provided, however, that any
action permitted to be taken by the Committee may be taken by the Board, in its
discretion. The Committee is authorized to interpret the Plan, to establish,
amend and rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors).
5. ELIGIBILITY
All Participants shall be eligible to participate under this Plan.
6. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be non-qualified stock options for
federal income tax purposes, as evidenced by the related Option agreements, and
shall be subject to the foregoing and the following terms and conditions and to
such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:
(a) Grants. A Participant may receive, on such dates as
determined by the Committee in its sole discretion, grants consisting of such
number of Options as determined by the Committee in its sole discretion.
(b) Option Price. The Option Price per Share shall be
determined by the Committee, but shall not be less than 100% of the Fair Market
Value of the Shares on the date an Option is granted.
(c) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.
(d) Exercise of Options. Except as otherwise provided in the
Plan or in a related Option agreement, an Option may be exercised for all, or
from time to time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option shall be the
later of the date a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company pursuant to clauses (i),
(ii) or (iii) in the following sentence. The purchase price for the Shares as to
which an Option is exercised shall be paid to the Company in full at the time of
exercise at the election of the Participant (i) in cash, (ii) in Shares having a
Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the
Committee, (iii) partly in cash and partly in such Shares or (iv) through the
delivery of
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irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the occurrence of the exercise
date (determined as set forth above) and, if applicable, the satisfaction of any
other conditions imposed by the Committee pursuant to the Plan.
(e) Exercisability Upon Termination of Service by Death. Upon
a Termination of Service by reason of death after the first anniversary of the
date on which an Option is granted, the unexercised portion of such Option shall
immediately vest in full and may thereafter be exercised during the shorter of
the remaining term of the Option or five years after the date of death.
(f) Exercisability Upon Termination of Service by Disability
or Retirement. Upon a Termination of Service by reason of Disability or
Retirement after the first anniversary of the date on which an Option is
granted, the unexercised portion of such Option may thereafter be exercised
during the shorter of the remaining term of the Option or five years after the
date of such Termination of Service; provided, however, that if a Participant
dies within a period of five years after such Termination of Service, the
unexercised portion of the Option shall immediately vest in full and may
thereafter be exercised, during the shorter of the remaining term of the Option
or the period that is the longer of five years after the date of such
Termination of Service or one year after the date of death.
(g) Effect of Other Termination of Service. Upon a Termination
of Service by reason of Disability or Retirement prior to the first anniversary
of the date on which an Option is granted (as described above), then, a pro rata
portion of such Option shall immediately vest in full and may be exercised
thereafter, during the shorter of (A) the remaining term of such Option or (B)
five years after the date of such Termination of Service, for a prorated number
of Shares (rounded down to the nearest whole number of Shares), equal to (i) the
number of Shares subject to such Option multiplied by (ii) a fraction the
numerator of which is the number of days the Participant served on the Board and
the New D&B Board subsequent to the date on which such Option was granted and
the denominator of which is 365. The portion of such Option which is not so
exercisable shall terminate as of the date of Disability or Retirement. Upon a
Termination of Service for any other reason prior to the first anniversary of
the date on which an Option is granted, such Option shall thereupon terminate.
Upon a Termination of Service for any reason other than death, Disability or
Retirement after the first anniversary of the date on which an Option is
granted, the unexercised portion of such Option shall thereupon terminate.
(h) Nontransferability of Stock Options. Except as otherwise
provided in this Section 6(h), a stock option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and distribution and
during the lifetime of an optionee an option shall be exercisable only by the
optionee. An option exercisable after the death of an optionee or a transferee
pursuant to the following sentence may be exercised by the legatees, personal
representatives or distributees of the optionee or such transferee. The
Committee may, in its discretion, authorize all or a portion of the options
previously granted or to be granted to an optionee to be on terms which permit
irrevocable transfer for no consideration by such optionee to any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the optionee, trusts for the
exclusive benefit of these persons, and any
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other entity owned solely by these persons ("Eligible Transferees"), provided
that (x) the stock option agreement pursuant to which such options are granted
must be approved by the Committee, and must expressly provide for
transferability in a manner consistent with this Section and (y) subsequent
transfers of transferred options shall be prohibited except those in accordance
with the first sentence of this Section 6(h). The Committee may, in its
discretion, amend the definition of Eligible Transferees to conform to the
coverage rules of Form S-8 under the Securities Act of 1933 or any comparable
Form from time to time in effect. Following transfer, any such options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of Termination of Service of Sections
6(e), 6(f) and 6(g) hereof shall continue to be applied with respect to the
original optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified, in Sections 6(e),
6(f) and 6(g). The Committee may delegate to a committee consisting of employees
of the Company the authority to authorize transfers, establish terms and
conditions upon which transfers may be made and establish classes of options
eligible to transfer options, as well as to make other determinations with
respect to option transfers.
7. TERMS AND CONDITIONS OF RESTRICTED STOCK
Restricted Stock granted under the Plan shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Grants. A Participant may receive, on such dates as
determined by the Committee in its sole discretion, grants consisting of such
amounts of Restricted Stock as determined by the Committee in its sole
discretion.
(b) Restrictions. Restricted Stock granted under the Plan may
not be sold, transferred, pledged, assigned or otherwise disposed of under any
circumstances; provided, however, that the foregoing restrictions shall lapse at
such time and upon such terms and conditions as may be specified by the
Committee in the related Award agreement(s).
(c) Forfeiture of Grants. Except to the extent otherwise
specified by the Committee in a related Award agreement(s), all Shares of
Restricted Stock as to which restrictions have not previously lapsed pursuant to
Section 7(b) of the Plan shall be forfeited upon a Participant's Termination of
Service for any reason (including, without limitation, by reason of death,
Disability or Retirement).
(d) Other Provisions. During the period prior to the date on
which the foregoing restrictions lapse, Shares of Restricted Stock shall be
registered in the Participant's name and such Participant shall have voting
rights and receive dividends with respect to such Restricted Stock.
8. TERMS AND CONDITIONS OF PERFORMANCE SHARES
(a) Establishment of Annual Performance Target Levels and
Number of Performance Shares. Prior to the commencement of a given Performance
Period, the Committee shall establish performance goals for the Company for such
performance period. The Committee
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shall also establish the number of Performance Shares that would be payable to
Participants upon the attainment of various performance goals during such
Performance Period.
(b) Payment in Unrestricted Shares. As soon as practicable
following a given Performance Period, Participants shall receive unrestricted
Shares equal to the number of Performance Shares earned by such Participant
during such Performance Period. A Participant who did not serve on the Board
during an entire Performance Period shall receive a prorated number of Shares
(rounded down to the nearest whole number of Shares) based upon (i) the number
of days during the Performance Period during which such Participant served on
the Board and (ii) the actual performance results.
(c) Authorization for Committee to Permit Deferral.
Notwithstanding Section 8(b) of the Plan, a Participant may, if and to the
extent permitted by the Committee, elect to defer payment of any unrestricted
Shares payable as a result of any Performance Shares earned by such Participant;
provided, however, that any such election must be made (i) no later than June 30
of the year immediately preceding the year in which any such unrestricted Shares
are to be paid and (ii) in accordance with such terms and conditions as are
established by the Committee in its sole discretion.
9. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:
(a) Generally. In the event of any change in the outstanding
Shares after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any
other affected terms of such Awards.
(b) Change in Control. Upon the occurrence of a Change in
Control, (i) all restrictions on Shares of Restricted Stock shall lapse, (ii)
each Participant shall receive the target number of Performance Shares for the
Performance Period in which the Change in Control occurs (or, if no target
number has been established for such Performance Period, the target number for
the immediately preceding Performance Period shall be used) and (iii) all Stock
Options shall vest and become exercisable.
(c) New D&B Change in Control. Upon the occurrence of a New
D&B Change in Control, with respect to Awards granted prior to the Distribution
Date, (i) all restrictions on Shares of Restricted Stock held by New D&B
Directors shall lapse, (ii) each New D&B Director shall receive the target
number of Performance Shares for the Performance Period in which the New D&B
Change in Control occurs (or, if no target number has been established for such
Performance Period, the target number for the immediately preceding Performance
Period shall be used) and (iii) all Stock Options held by New D&B Directors
shall vest and become exercisable.
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10. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
11. AMENDMENTS OR TERMINATION
The Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of any Participant under any Award theretofore granted without such
Participant's consent.
12. NONTRANSFERABILITY OF AWARDS
Except as provided in Section 6(h) of the Plan, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. During the lifetime of a Participant, an Award
shall be exercisable only by such Participant. An Award exercisable after the
death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. Notwithstanding anything to
the contrary herein, the Committee, in its sole discretion, shall have the
authority to waive this Section 12 (or any part thereof) to the extent that this
Section 12 (or any part thereof) is not required under the rules promulgated
under any law, rule or regulation applicable to the Company.
13. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware applicable to contracts made and to be performed in the
State of Delaware.
14. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of June 30, 1998.
