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Exhibit 10.20
THE DUN & BRADSTREET EXECUTIVE 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 Executive
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 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.
1.2 "Change in Control" shall mean:
(a) 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 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" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(b) during any period of twenty-four months (not including any
period prior to the effective date of this provision), individuals who
at the beginning of such period constitute the Board of Directors of
the Company, and any new director (other than (1) a director designated
by a person who has entered into an agreement with the Company to
effect a transaction described in clause (a), (c) or (d) of this
Section, (2) 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 (3) 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
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period or whose election or nomination for election was previously so
approved cease for any reason to constitute at least a majority
thereof;
(c) the shareholders of the Company approve a merger or
consolidation of the Company with any other company, other than (1) 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 (2) after which no Person holds 20% or more of the
combined voting power of then outstanding securities of the Company or
such surviving entity; or
(d) 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.
1.3 "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.
1.4 "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.
1.5 "Eligible Termination" shall mean (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. Notwithstanding the foregoing, an Eligible
Termination shall not include
(i) a unilateral resignation;
(ii) a termination by the Company for Cause;
(iii) 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
(iv) any termination where an offer of employment is made to the
Eligible Employee of a comparable position at the Company.
1.6 "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.
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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, 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).
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.
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 which would cause the Plan to be other than a "welfare
benefit plan" under section 3(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
2.4 In the event 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.
Section 3 - AMENDMENT AND TERMINATION
3.1 The Company reserves the right to terminate the Plan 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.
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.
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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.
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 the Company or any affiliate, 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.
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Section 5 - MISCELLANEOUS
5.1 Neither the establishment of the Plan nor any action of the
Company, the Committee, or any fiduciary shall be held or construed to confer
upon any person any legal right to continue employment with the Company. The
Company expressly reserves the right to discharge any employee whenever the
interest of the Company, in its sole judgment, may so require, without any
liability on the part of the Company, the Committee, or any fiduciary.
5.2 Benefits payable under the Plan shall be paid out of the general
assets of the Company or an affiliate. The Company need not fund the benefits
payable under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding the 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 such Eligible
Employee against the general assets of the Company that employed such Eligible
Employee.
5.3 The 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 amount, properly to be withheld.
5.4 Benefits payable under the Plan shall not be subject to assignment,
alienation, transfer, pledge, encumbrance, commutation or anticipation by the
Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber,
commute or anticipate Plan benefits shall be void.
5.5 This Plan shall be interpreted and applied in accordance with the
laws of the State of New York, except to the extent superseded by applicable
federal law.
5.6 This Plan will be of no force or effect to the extent superseded by
foreign law.
5.7 This Plan supersedes any and all prior severance arrangements,
policies, plans or practices of the 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 the Company. Benefits payable under the Plan
shall be offset by any other severance or termination payment made by the
Company including, but not limited to, amounts paid pursuant to any agreement or
law.
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SCHEDULE A
An Eligible Employee entitled to benefits hereunder shall, subject to
Section 2 of the Plan, receive the following:
1. Salary Continuation
The Eligible Employee shall receive 104 weeks of Salary continuation,
provided, however, that for purposes of determining the Salary continuation
amount, in the event the Eligible Employee has incurred an Eligible Termination
other than by reason of unsatisfactory performance, "Salary" shall include the
Eligible Employee's guideline annual bonus opportunity under the applicable
Annual Incentive Plan (as defined in paragraph 3 hereof) for the year of
termination, payment of which will be prorated annually over a period equal to
the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, 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 the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company. For purposes of this paragraph 1, a
"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 Dun &
Bradstreet Corporation Career Transition Plan.
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 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 an amount equal to the actual bonus
which would have been payable to the Eligible Employee under the annual bonus
plan in which he or she participates (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
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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.
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. Other Benefits
The Eligible Employee shall be entitled to such executive outplacement
services during the Salary Continuation Period as shall be provided by the
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.
7. 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
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the 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 the Company. Any unvested or
unexercised options, unvested restricted stock and all other benefits under any
plan or program maintained by the Company (including, but not limited to, any
Annual Incentive Plan, any long-term 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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