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Exhibit 10.24
PROFIT PARTICIPATION BENEFIT EQUALIZATION PLAN
OF
THE DUN & BRADSTREET CORPORATION
Amended and Restated Effective September 30, 2000
1. Purpose of the Plan
The purpose of the Profit Participation Benefit Equalization Plan of
The Dun & Bradstreet Corporation (the "Plan") is to provide a means of
equalizing the benefits of those employees of The Dun & Bradstreet Corporation
("the Corporation") and its subsidiaries participating in the Profit
Participation Plan of The Dun & Bradstreet Corporation (the "Profit
Participation Plan"), whose funded benefits under the Profit Participation Plan
are or will be limited by the application of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Code"), or any applicable law or regulation. The Plan is
intended to be an "excess benefit plan" as that term is defined in Section 3(36)
of ERISA with respect to those participants whose benefits under the Profit
Participation Plan have been limited by Section 415 of the Code, and a "top hat"
plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA with respect to those participants whose benefits under the
Profit Participation Plan have been limited by Section 401(a)(17) of the Code.
2. Administration of the Plan
The Board of Directors ("Board") of the Corporation and the
Compensation and Benefits Committee appointed by the Board (the "Committee")
severally (and not jointly) shall be responsible for the administration of the
Plan. The Committee shall consist of not less than three (3) nor more than seven
(7) members, as may be appointed by the Board from time to time. Any member of
the Committee may resign at will by notice to the Board or be removed at any
time (with or without cause) by the Board.
The members of the Committee may from time to time allocate
responsibilities among themselves and may delegate to any management committee,
employee, director or agent its responsibility to perform any act hereunder,
including, without limitation, those matters involving the exercise of
discretion, provided that such delegation shall be subject to revocation at any
time at its discretion.
The Committee (and its delegees) shall have the exclusive authority to
interpret the provisions of the Plan and construe all of its terms (including,
without limitation, all disputed and uncertain terms), to adopt, amend, and
rescind rules and regulations for the administration of the Plan, and generally
to conduct and administer the Plan and to make all determinations in
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connection with the Plan as may be necessary or advisable. All such actions of
the Committee shall be conclusive and binding upon all Participants, Former
Participants, Vested Former Participants and Surviving Spouses. All deference
permitted by law shall be given to such interpretations, determinations and
actions.
Any action to be taken by the Committee 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 Committee shall be sufficient
evidence to any person of any action taken pursuant to the Plan.
Any person, corporation or other entity may serve in more than one (1)
fiduciary capacity under the Plan.
3. Participation in the Plan
All members of the Profit Participation Plan shall be eligible to
participate in this Plan whenever their benefits under the Profit Participation
Plan, as from time to time in effect, would exceed the limitations on benefits
and contributions imposed by Sections 401, 415 or any other applicable Section
of the Code, calculated from and after September 2, 1974. For purposes of this
Plan, benefits of a participant in this Plan shall be determined as though no
provision were contained in the Profit Participation Plan incorporating
limitations imposed by Sections 401, 415 or any other Section of the Code.
4. Benefit Limitations
For purposes of this Plan and the Profit Participation Plan, the
limitations imposed by Section 415 of the Code shall be deemed to be met when
the sum of the participant's defined benefit plan fraction and his defined
contribution plan fraction equals 1.0, as such fractions are computed for
purposes of Section 415 of the Code and Section 14.4 of the Profit Participation
Plan. Effective for Plan Years beginning after December 31, 1999, in accordance
with changes included in the Small Business Job Protection Act of 1995, this
Section IV shall no longer apply with respect to any participant who has one (1)
Hour of Service (as such term is defined in the Profit Participation Plan) after
December 31, 1999.
5. Equalized Benefits
If member participating contributions or Company contributions to the
Profit Participation Plan are suspended during any calendar year because any
such contributions would cause the participant's account under such plan to
exceed the benefit limitations related to such plan as described in Section III
of this Plan, the Corporation shall pay the participant, on or about March 1st
of the following year, an amount equal to:
(a) the Company contributions that otherwise would have been
credited to such participant's account under the Profit Participation Plan for
the balance of the year in which such suspension occurs, as if no provision were
set forth therein incorporating limitations imposed by Section 401, 415 or any
other applicable Section of the Code, and the participant had
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continued his participating contributions to the Profit Participation Plan at
the rate in effect at the time such contributions were suspended for the balance
of the year in which such suspension occurs, plus
(b) an interest factor equal to one-half (1/2) of the annual
return which would have been received by the participant had such payment been
invested eighty percent (80%) in the Special Fixed Income Fund of the Profit
Participation Plan and twenty percent (20%) in the S&P 500 Index Fund managed by
Barclays Global Investors of the Profit Participation Plan during the year in
which such suspension occurs, less
(c) any applicable withholding taxes.
Effective with respect to calendar years beginning on or after January
1, 2001, no participant shall be eligible to receive a payment under this
Section V unless he or she is an employee of the Corporation or a participating
affiliate or subsidiary as of the last day of the calendar year for which the
payment is made.
6. Change in Control
(a) Upon the occurrence of a "Change in Control", each
participant under the Plan shall receive a lump sum distribution equal to:
(i) the total amount which such participant had accrued under
the Plan which has not yet been distributed to such participant
pursuant to Section V(i) hereof as of the date of such Change in
Control, plus
(ii) an interest factor equal to one-half (1/2) of the return
which would have been received by the participant had such amount been
invested eighty percent (80%) in the Special Fixed Income Fund of the
Profit Participation Plan and twenty (20%) in the S&P 500 Index Fund
managed by Barclays Global Investors of the Profit Participation Plan
during the portion of the calendar year subsequent to the date
contributions to such participant's account were suspended under the
Profit Participation Plan and prior to such Change in Control, less
(iii) any applicable withholding taxes.
Any such lump sum distribution shall be paid to the participant within
sixty (60) days of the Change in Control, provided, however, that any such
payment will not prevent the further accrual of benefits under the Plan after
the date of such Change in Control.
(b) For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if
(i) any "Person," as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Corporation, any trustee or other fiduciary
holding securities under an employee benefit plan of the Corporation,
or any corporation owned, directly or indirectly, by the shareholders
of the Corporation in substantially the same proportions as their
ownership
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of stock of the Corporation), is or becomes the "Beneficial Owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing twenty percent (20%) or
more of the combined voting power of the Corporation's then outstanding
securities;
(ii) during any period of twenty-four (24) months (not
including any period prior to the effective date of this provision),
individuals who at the beginning of such period constitute the Board,
and any new director (other than (1) a director designated by a person
who has entered into an agreement with the Corporation to effect a
transaction described in clause (a), (c) or (d) of this Section), (2) a
director designated by any Person (including the Corporation) 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 (3) a
director designated by any Person who is the Beneficial Owner, directly
or indirectly, of securities of the Corporation representing ten
percent (10%) or more of the combined voting power of the Corporation's
securities) whose election by the Board or nomination for election by
the Corporation'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 Corporation approve a merger or
consolidation of the Corporation with any other company, other than (1)
a merger or consolidation which would result in the voting securities
of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the
Corporation or such surviving entity outstanding immediately after such
merger or consolidation and (2) after which no Person holds twenty
percent (20%) or more of the combined voting power of the then
outstanding securities of the Corporation or such surviving entity; or
(iv) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
7. Miscellaneous
This Plan may be terminated at any time by the Board of Directors of
the Corporation, in which event the rights of participants to their accrued
benefits shall become nonforfeitable. This Plan may also be amended at any time
by the Board of Directors of the Corporation, except that no such amendment
shall deprive any participant of his benefits accrued at the time of such
amendment.
Benefits payable under this Plan shall not be funded and shall be made
out of the general funds of the Corporation; provided, however, that the
Corporation reserves the right to establish a trust fund as an alternate source
of benefits payable under the Plan and to the extent payments
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are made from such trust, such payments will satisfy the Corporation's
obligations under this Plan.
No right to payment or any other interest under this Plan may be
alienated, sold, transferred, pledged, assigned, or made subject to attachment,
execution, or levy of any kind.
Nothing in this Plan shall be construed as giving any employee the
right to be retained in the employ of the Corporation. The Corporation expressly
reserves the right to dismiss any employee at any time without regard to the
effect which such dismissal might have upon him under the Plan.
This Plan shall be construed, administered and enforced according to
the laws of the State of New York.
8. Effective Date
This Plan shall be effective as of October 17, 1990, upon its adoption
by the Board of Directors of The Dun & Bradstreet Corporation.
