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Exhibit 10.25
THE DUN & BRADSTREET CAREER TRANSITION PLAN
(As in effect as of September 30, 2000)
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. "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.
1.2. "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.
1.3. "Eligible Employee" shall mean a full-time salaried employee or
regular part-time salaried employee of any Participating Company who is:
(a) on the United States payroll of a Participating Company
and earning a Salary of less than $100,000 at the time of an Eligible
Termination, in which case Schedule A hereto shall apply; or
(b) on the United States payroll of a Participating Company
and earning a Salary equal to or greater than $100,000 at the time of
an Eligible Termination, in which case Schedule B hereto shall apply.
1.4. "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
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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 transaction involving a Participating Company; or
(z) any termination where an offer of employment is made to the Eligible
Employee of a comparable position at a Participating Company concurrently with
his or her Eligible Termination.
1.5. "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.
1.6. "Salary" shall mean an Eligible Employee's annual base salary at
the time his or her employment terminates.
1.7. "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, 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 in a
manner approved by the Committee (or its delegee).
1.8. "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); provided that such number of Years of Service shall be rounded up
to the next whole number.
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
Participating Company the benefits set forth on Schedule A or B hereto, as
applicable.
2.2. The grant of severance benefits pursuant to Section 2.1 hereof is
conditioned upon an Eligible Employee's signing a Severance and Release
Agreement and the expiration of any revocation period set forth therein.
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").
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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.
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 its board of directors or such other person or persons
to whom the board properly delegates such authority. 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 Committee or such other
person or persons to whom the board or the Committee 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 Board of Directors and the Compensation and Benefits Committee
shall be the named fiduciaries (the "Named Fiduciaries") who severally and not
jointly shall have authority to control and manage the operation and
administration of the Plan and to manage and control its assets. The
Compensation and Benefits Committee shall consist of not less than three (3) nor
more than seven (7) members, as may be appointed by the Board of Directors from
time to time. Any member of the Compensation and Benefits Committee may resign
at will by notice to the Board of Directors or be removed at any time (with or
without cause) by the Board of Directors.
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.
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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, Members and
Beneficiaries. In all instances the Named Fiduciaries (and their delegees) shall
have complete discretionary authority to 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 its members either 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 Committee member and the secretary of the Compensation and
Benefits Committee shall be sufficient evidence to any person of any action
taken pursuant to the Plan.
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 any individual who is a director,
officer or employee of a Participating Company, or his or her heirs and legal
representatives, against all liability and reasonable expense, including counsel
fees, amounts paid in settlement and amounts of judgments, fines or penalties,
incurred or imposed upon him or her in connection with any claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative, in
connection with his or her duties with respect to the Plan, provided that any
act or omission giving rise to such claim, action, suit or proceeding does not
constitute willful misconduct or is not performed or omitted in bad faith.
SECTION 5
MISCELLANEOUS
5.1. Neither the establishment of the Plan nor any action of a
Participating Company, the 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 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
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such Eligible Employee against the general assets of the Participating Company
that employed such Eligible Employee.
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. The Committee shall, in its sole discretion, convert all
references to dollar amounts in the Plan to foreign currency of the country in
which a Participating Company is located or the Eligible Employee is employed.
5.6. This Plan shall be interpreted and applied in accordance with the
laws of the State of New York, except to the extent superseded by applicable
federal law.
5.7. This Plan will be of no force or effect to the extent superseded
by foreign law.
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. Benefits payable under the Plan shall be offset by any other severance
or termination payment made by a Participating Company including, but not
limited to, amounts paid pursuant to any agreement or law.
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Schedule A
This Schedule A is applicable to Eligible Employees covered by Section
1.4 (a) of the Plan. An Eligible Employee entitled to benefits hereunder shall,
subject to Section 2 of the Plan, receive the following:
1. Salary Continuation. If the Eligible Employee incurs an
Eligible Termination for any reason other than unsatisfactory performance, he or
she shall receive the higher of (i) four weeks of Salary continuation or (ii)
1.5 weeks of Salary continuation for each Year of Service. If the Eligible
Employee incurs an Eligible Termination by reason of unsatisfactory performance,
he or she shall receive the higher of (i) two weeks of Salary continuation or
(ii) one week of Salary continuation for each Year of Service. In any event,
such amounts shall be payable at the times the Eligible Employee's Salary would
have been paid if employment had not terminated, over a period equal to the
number of weeks of Salary continuation (the "Salary Continuation Period"). The
maximum amount of Salary continuation hereunder shall be 52 weeks. All Salary
continuation payments shall cease upon reemployment by a Participating Company.
2. Welfare Benefit Continuation. Medical, dental and life
insurance benefits shall be provided throughout the Salary Continuation Period
at the levels in effect for the Eligible Employee immediately prior to
termination of employment but in no event greater than the levels in effect for
active employees generally during the Salary Continuation Period, provided that
the Eligible Employee shall pay the employee portion of any required premium
payments at the level in effect for employees generally of the Participating
Company for such benefits. For purposes of determining an Eligible Employee's
entitlement to continuation coverage as required by Title I, Subtitle B, Part 6
of ERISA, such employee's 18-month or other period of coverage shall commence on
his or her termination of employment.
3. Annual Bonus Payment. Subject to the provisions of this
paragraph 3, a cash bonus for the calendar year of termination may be paid in
the event the Eligible Employee was employed by a Participating Company for at
least six full months during such year and the Eligible Employee participated in
an annual bonus plan (the "Annual Incentive Plan") immediately prior to
termination of employment. In such event, the Eligible Employee shall receive a
bonus in an amount equal to the actual bonus which would have been payable under
the Annual Incentive Plan had such employee remained employed through the end of
the year of such termination multiplied by a fraction the numerator of which is
the number of full months of employment during the calendar year of termination
and the denominator of which is 12. Such bonus shall be payable at the time
otherwise payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.
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4. Long-Term Awards. Cash payments shall be made to an
Eligible Employee as set forth in this paragraph in respect of
"Performance-Based Awards" (as such term is defined in the 1998 Dun & Bradstreet
Key Employees' Stock Incentive Plan (the "Stock Incentive Plan")) otherwise
payable under the Stock Incentive Plan had the Eligible Employee remained
employed through the end of the applicable performance period in the event the
Eligible Employee was employed by a Participating Company for at least half the
applicable performance period. In such event, cash payments shall be made to an
Eligible Employee in amounts equal to the value of the Performance Based Awards,
as earned, otherwise payable under the Stock Incentive Plan had the employee
remained employed through the end of the applicable performance period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the performance
period to termination of employment, and the denominator of which is the number
of full months in the performance period. Such payments shall be made at the
times the Performance Based Awards in respect of which such payments are made
would otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance. Nothing contained herein shall reduce any
amounts otherwise required to be paid under the Stock Incentive Plan except to
the extent such amounts are paid hereunder.
5. Death. Upon the death of an Eligible Employee during the
Salary Continuation Period, the benefits described in paragraphs 1, 3 and 4 of
this Schedule shall continue to be paid to his or her estate, as applicable, at
the time or times otherwise provided for herein.
6. Cash Equivalency Payment. The Eligible Employee shall
receive, as soon as practicable following the date of termination, an amount in
cash equal to the fair market value on such date of termination of the number of
shares of restricted Company common stock then held by such employee. For
purposes of this paragraph 6, the fair market value of the Company common stock
shall equal the closing price of such stock on the New York Stock Exchange
composite tape on the date of termination, or if such date is not a trading day,
on the trading day immediately prior thereto.
Notwithstanding the foregoing, no amounts shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance.
7. Other Benefits. The Eligible Employee shall be entitled to
such group outplacement services during the Salary Continuation Period as shall
be provided by the Participating Company.
8. No Further Grants, Etc. Following an Eligible Employee's
termination of employment, no further grants, awards, contributions, accruals or
continued participation (except as otherwise provided for herein) shall be made
to or on behalf of such employee under any plan or program maintained by a
Participating Company including, but not limited to, any Annual
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Incentive Plan, the Stock Incentive Plan or any qualified or nonqualified
retirement, profit sharing, stock option or restricted stock plan of a
Participating Company. Any unvested or unexercised options, unvested restricted
stock and all other benefits under any plan or program maintained by a
Participating Company (including, but not limited to, any Annual Incentive Plan,
the Stock Incentive Plan or any qualified or nonqualified retirement, profit
sharing, stock option or restricted stock plan) which are held or accrued by an
Eligible Employee at the time of his or her termination of employment, shall be
treated in accordance with the terms of such plans and programs under which such
options, restricted stock or other benefits were granted or accrued.
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Schedule B
This Schedule B is applicable to Eligible Employees covered by Section
1.4 (b) of the Plan, provided, however that an Eligible Employee who incurs an
Eligible Termination for any reason other than unsatisfactory performance with
more than 17 Years of Service, may elect to have Schedule A apply in its
entirety in lieu of this Schedule B. An Eligible Employee entitled to benefits
hereunder shall, subject to Section 2 of the Plan, receive the following:
1. Salary Continuation. If the Eligible Employee incurs an
Eligible Termination for any reason other than unsatisfactory performance and
his or her Salary at the time employment terminates is equal to or greater than
$100,000 but less than $150,000, the Eligible Employee shall receive 26 weeks of
Salary continuation. If an Eligible Employee incurs an Eligible Termination by
reason of unsatisfactory performance and his or her Salary at the time
employment terminates is equal to or greater than $100,000 but less than
$150,000, the Eligible Employee shall receive 13 weeks of Salary continuation.
(a) If the Eligible Employee incurs an Eligible Termination
for any reason other than unsatisfactory performance and his or her
Salary at the time employment terminates is between $150,000 and
$200,000 inclusive, the Eligible Employee shall receive 39 weeks of
Salary continuation. If an Eligible Employee incurs an Eligible
Termination by reason of unsatisfactory performance and his or her
Salary at the time employment terminates is between $150,000 and
$200,000 inclusive, the Eligible Employee shall receive 20 weeks of
Salary continuation.
(b) If the Eligible Employee incurs an Eligible Termination
for any reason other than unsatisfactory performance and his or her
Salary at the time employment terminates is greater than $200,000, the
Eligible Employee shall receive 52 weeks of Salary continuation. If an
Eligible Employee incurs an Eligible Termination by reason of
unsatisfactory performance and his or her Salary at the time employment
terminates is greater than $200,000, the Eligible Employee shall
receive 26 weeks of Salary continuation.
The amounts set forth in this paragraph 1 shall be payable at the times
the Eligible Employee's Salary would have been paid if employment had not
terminated, over a period equal to the number of weeks of Salary continuation
(the "Salary Continuation Period"). In the event the Eligible Employee performs
services for an entity other than a Participating Company during the Salary
Continuation Period, such employee shall notify the Participating Company on or
prior to the commencement thereof. For purposes of this Schedule B, to "perform
services" shall mean employment or services as a full-time employee, consultant,
owner, partner, associate, agent or otherwise on behalf of any person,
principal, partnership, firm or corporation (other than a Participating
Company). All Salary continuation payments shall cease upon re-employment by a
Participating Company.
2. Welfare Benefit Continuation. Medical, dental and life
insurance benefits shall be provided throughout the Salary Continuation Period
at the levels in effect for the
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Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Participating Company for such benefits. For purposes
of determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.
3. Annual Bonus Payment. Subject to the provisions of this
paragraph 3, a cash bonus for the calendar year of termination may be paid in
the event the Eligible Employee was employed by a Participating Company for at
least six full months during such year and the Eligible Employee participated in
an annual bonus plan (the "Annual Incentive Plan") immediately prior to
termination of employment. In such event, the Eligible Employee shall receive a
bonus in an amount equal to the actual bonus which would have been payable under
the Annual Incentive Plan had such employee remained employed through the end of
the year of such termination multiplied by a fraction the numerator of which is
the number of full months of employment during the calendar year of termination
and the denominator of which is 12. Such bonus shall be payable at the time
otherwise payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.
4. Long-Term Awards. Cash payments shall be made to an
Eligible Employee as set forth in this paragraph in respect of
"Performance-Based Awards" (as such term is defined in the 1998 Dun & Bradstreet
Key Employees' Stock Incentive Plan (the "Stock Incentive Plan")) otherwise
payable under the Stock Incentive Plan had the Eligible Employee remained
employed through the end of the applicable performance period in the event the
Eligible Employee was employed by a Participating Company for at least half the
applicable performance period. In such event, cash payments shall be made to an
Eligible Employee in amounts equal to the value of the Performance Based Awards,
as earned, otherwise payable under the Stock Incentive Plan had the employee
remained employed through the end of the applicable performance period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the performance
period to termination of employment, and the denominator of which is the number
of full months in the performance period. Such payments shall be made at the
times the Performance Based Awards in respect of which such payments are made
would otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance. Nothing contained herein shall reduce any
amounts otherwise required to be paid under the Stock Incentive Plan except to
the extent such amounts are paid hereunder.
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5. Death. Upon the death of an Eligible Employee during the
Salary Continuation Period, the benefits described in paragraphs 1, 3 and 4 of
this Schedule shall continue to be paid to his or her estate, as applicable, at
the time or times otherwise provided for herein.
6. Cash Equivalency Payment. The Eligible Employee shall
receive, as soon as practicable following the date of termination, an amount in
cash equal to the fair market value on such date of termination of the number of
shares of restricted Company common stock then held by such employee. For
purposes of this paragraph 6, the fair market value of the Company common stock
shall equal the closing price of such stock on the New York Stock Exchange
composite tape on the date of termination, or if such date is not a trading day,
on the trading day immediately prior thereto. Notwithstanding the foregoing, no
amounts shall be paid under this paragraph in the event the Eligible Employee
incurred an Eligible Termination by reason of unsatisfactory performance.
7. Other Benefits. The Eligible Employee shall be entitled to
such individual outplacement services during the Salary Continuation Period as
shall be provided by the Participating Company. During the Salary Continuation
Period, financial planning/counseling shall be afforded to the Eligible Employee
to the same extent afforded immediately prior to termination of employment in
the event the Eligible Employee incurred an Eligible Termination other than by
reason of unsatisfactory performance.
8. No Further Grants, Etc. Following an Eligible Employee's
termination of employment, no further grants, awards, contributions, accruals or
continued participation (except as otherwise provided for herein) shall be made
to or on behalf of such employee under any plan or program maintained by a
Participating Company including, but not limited to, any Annual Incentive Plan,
the Stock Incentive Plan or any qualified or nonqualified retirement, profit
sharing, stock option or restricted stock plan of a Participating Company. Any
unvested or unexercised options, unvested restricted stock and all other
benefits under any plan or program maintained by a Participating Company
(including, but not limited to, any Annual Incentive Plan, the Stock Incentive
Plan or any qualified or nonqualified retirement, profit sharing, stock option
or restricted stock plan) which are held or accrued by an Eligible Employee at
the time of his or her termination of employment shall be treated in accordance
with the terms of such plans and programs under which such options, restricted
stock or other benefits were granted or accrued.
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Exhibit 1
SEVERANCE AGREEMENT AND RELEASE
THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
______________________ (hereinafter referred to as "Employee"), and [insert name
of D&B company] (hereinafter deemed to include its worldwide parent(s),
subsidiaries and affiliates and referred to as "the Company").
WITNESSETH THAT:
WHEREAS, Employee has been employed by the Company since the Employment
Date specified in the Appendix; and
WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide certain benefits and salary continuation to
Employee;
NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter provided and of the actions taken pursuant thereto, the parties
agree as follows:
1. Employee's employment with the Company, and Employee's
membership on any committees, is terminated effective on the Effective Date of
Eligible Termination specified in the Appendix.
2. As of the Effective Date of Eligible Termination, Employee
will incur an "Eligible Termination" under The Dun & Bradstreet Career
Transition Plan (the "Plan"), a summary plan description of which Employee
hereby acknowledges receipt, and will, accordingly, be entitled to the benefits
set forth therein subject to the terms and conditions of such Plan. A summary of
the benefits to which Employee is entitled under the Plan is set forth in the
Appendix.
3. Through the Last Day of Salary Continuation specified in
the Appendix, Employee will be reasonably available to consult on matters, and
will cooperate fully with respect to any claims, litigations or investigations,
relating to the Company. No reimbursement for expenses incurred after the
commencement of a period of inactive employee status, or if there is no such
period, after termination of employment, shall be made to Employee unless
authorized in advance by the Company. A period of inactive employee status means
the period beginning on the date such status commences (of which Employee will
be notified) and ending on the date of Employee's termination of employment.
4. Employee agrees that until the Last Day of Salary
Continuation Employee will not become a stockholder (unless such stock is listed
on a national securities exchange or traded on a daily basis in the
over-the-counter market and the Employee's ownership interest is not in excess
of 2% of the company whose shares are being purchased), employee, officer,
director or consultant of or to a corporation, or a member or an employee of or
a consultant to a
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partnership or any other business or firm, which competes with any of the
businesses owned or operated by the Company; nor if Employee becomes associated
with a company, partnership or individual which company, partnership or
individual acts as a consultant to businesses in competition with the Company
will Employee provide services to such competing businesses. The restrictions
contained in this paragraph shall apply whether or not Employee accepts any form
of compensation from such competing entity or consultant. Employee also agrees
that until the Last Day of Salary Continuation Employee will not recruit or
solicit any customers of the Company to become customers of any business entity
which competes with any of the businesses owned or operated by the Company. In
addition, Employee agrees that until the Last Day of Salary Continuation neither
Employee nor any company or entity Employee controls or manages, shall recruit
or solicit any employee of the Company to become an employee of any business
entity.
5. If Employee performs services for an entity other than the
Company at any time prior to the Last Day of Salary Continuation (whether or not
such entity is in competition with the Company), Employee shall notify the
Company on or prior to the commencement thereof. To "perform services" shall
mean employment or services as a full-time employee, consultant, owner, partner,
associate, agent or otherwise on behalf of any person, principal, partnership,
firm or corporation. For purposes of this paragraph 5 only, "Company" shall mean
The Dun & Bradstreet Corporation and any other affiliated entity more than 50%
of the voting interests of which are owned, directly or indirectly, by The Dun &
Bradstreet Corporation and which has elected to participate in the Plan by
action of its board of directors.
6. Employee agrees that Employee will not directly or
indirectly disclose any proprietary or confidential information, records, data,
formulae, specifications and other trade secrets owned by the Company, whether
oral or written, to any person or use any such information, except pursuant to
court order (in which case Employee will first provide the Company with written
notice of such). All records, files, drawings, documents, models, disks,
equipment and the like relating to the businesses of the Company shall remain
the sole property of the Company and shall not be removed from the premises of
the Company. Employee further agrees to return to the Company any property of
the Company which Employee may have, no matter where located, and not to keep
any copies or portions thereof.
7. Employee shall not make any derogatory statements about the
Company and shall not make any written or oral statement, news release or other
announcement relating to Employee's employment by the Company or relating to the
Company, its subsidiaries, customers or personnel, which is designed to
embarrass or criticize any of the foregoing.
8. Employee agrees that in the event of any breach of the
covenants contained in paragraphs 3, 4, 5, 6 or 7 in addition to any remedies
that may be available to the Company, the Company may cease all payments
required to be made to Employee under the Plan and recover all such payments
previously made to Employee pursuant to the Plan. The parties agree that any
such breach would cause injury to the Company which cannot reasonably or
adequately be quantified and that such relief does not constitute in any way a
penalty or a forfeiture.
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<PAGE> 14
9. Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan.
10. Employee covenants that neither Employee, nor any of
Employee's respective heirs, representatives, successors or assigns, will
commence, prosecute or cause to be commenced or prosecuted against the Company
or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan any action or other proceeding based upon any claims, demands,
causes of action, obligations, damages or liabilities which are being released
by this Agreement, nor will Employee seek to challenge the validity of this
Agreement, except that this covenant not to sue does not affect Employee's
future right to enforce appropriately the terms of this Agreement in a court of
competent jurisdiction.
11. Employee acknowledges that (a) Employee has been advised
to consult with an attorney at Employee's own expense before executing this
Agreement and that Employee has been advised by an attorney or has knowingly
waived Employee's right to do so, (b) Employee has had a period of at least
twenty-one (21) days within which to consider this Agreement, (c) Employee has a
period of seven (7) days from the date that Employee signs this Agreement within
which to revoke it and that this Agreement will not become effective or
enforceable until the expiration of this seven (7) day revocation period, (d)
Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, (e)
Employee is receiving greater consideration hereunder than Employee would
receive had Employee not signed this Agreement and that the consideration
hereunder is given in exchange for all of the provisions hereof and (f) the
waiver or release by Employee of rights or claims Employee may have under Title
VII of the Civil Rights Act of 1964, The Employee Retirement Income Security Act
of 1974, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Rehabilitation Act, the Worker Adjustment and Retraining
Act (all as amended) and/or any other local, state or federal law dealing with
employment or the termination thereof is knowing and voluntary and, accordingly,
that it shall be a breach of this Agreement to institute any action or to
recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Employee has granted hereunder. Employee
understands and
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<PAGE> 15
agrees that the Company's payment of money and other benefits to Employee and
Employee's signing of this Agreement does not in any way indicate that Employee
has any viable claims against the Company or that the Company admits any
liability whatsoever.
12. This Agreement constitutes the entire agreement of the
parties and all prior negotiations or representations are merged herein. It
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, assigns, heirs and legal representatives but
neither this Agreement nor any rights hereunder shall be assignable by Employee
without the Company's written consent. In addition, this Agreement supersedes
any prior employment or compensation agreement, whether written, oral or implied
in law or implied in fact between Employee and the Company, other than those
contracts and agreements excepted from the application of section 5.8 of the
Plan pursuant to the terms of such section, which prior agreements are hereby
terminated.
13. If for any reason any one or more of the provisions of
this Agreement shall be held or deemed to be inoperative, unenforceable or
invalid by a court of competent jurisdiction, such circumstances shall not have
the effect of rendering such provision invalid in any other case or rendering
any other provisions of this Agreement inoperative, unenforceable or invalid.
14. This Agreement shall be construed in accordance with the
laws of the State of New York, except to the extent superseded by applicable
federal law.
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<PAGE> 16
IN WITNESS WHEREOF, Employee and The Dun & Bradstreet Corporation, by
its duly authorized agent, have hereunder executed this Agreement.
Dated:
-----------------------------------
Employee
THE DUN & BRADSTREET CORPORATION
-----------------------------------
Title:
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<PAGE> 17
Appendix
Summary of Benefit Entitlements
Under The Dun & Bradstreet
Career Transition Plan
Employment Date: ______________________________
Effective Date of Eligible Termination: ______________________________
Positions Terminated: ______________________________
Salary Continuation: $_________ per week for ____ weeks
Last Day of Salary Continuation: ______________________________
Welfare Benefit Continuation: [LIST NAMES OF MEDICAL,
DENTAL, LIFE PLANS UNDER
WHICH EMPLOYEE COVERED]
Annual Bonus Payment: [x] of the annual bonus
12
otherwise payable to you at time of
normal payment.
Long-Term Incentive Payment: [x] of the long-term incentive
[y]
otherwise payable to you for the
_________ cycles at time of normal
payment.
[Individual] [Group] Outplacement: As provided by the Company.
The description of benefits contained in this Appendix is only a summary and is
subject to the terms and conditions of the Plan. Refer to your summary plan
description for more detail.
