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Exhibit 10.30
2000 DUN & BRADSTREET CORPORATION
NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company in attracting, retaining
and compensating nonemployee 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 nonemployee 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.
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 or Other Stock-Based Award 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 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.
(ii) during any period of twenty-four months (not
including any period prior to the execution of this
Agreement), 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 (a), (c) or (d) of this Section, a Director
designated by any Person (including the Company) who publicly
announces an intention to take or
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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) Company: The Dun & Bradstreet Corporation.
(h) D&B: The Dun & Bradstreet Corporation, a Delaware corporation.
(i) Disability: Inability to continue to serve as a nonemployee
director of the Board due to a medically determinable physical
or mental impairment which constitutes a permanent and total
disability, as determined by the Board (excluding any member
thereof whose own Disability is at issue in a given case)
based upon such evidence as it deems necessary and
appropriate. 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 Board, in its sole
discretion, may require.
(j) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 14 of the Plan.
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(k) 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
Board 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.
(l) Option: A stock option granted pursuant to Section 6 of the
Plan.
(m) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(b) of the Plan.
(n) Other Stock-Based Awards: Awards granted pursuant to Section 7
of the Plan.
(o) 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.
(p) Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto).
(q) Plan: The 2000 Dun & Bradstreet Corporation Nonemployee
Directors' Stock Incentive Plan.
(r) Retirement: Except as otherwise provided in an Award
agreement, termination of service with the Company or an
Affiliate after such Participant has attained age 70,
regardless of the length of such Participant's service; or,
with the prior written consent of the Board (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.
(s) Shares: Shares of common stock, par value $0.01 per share, of
the Company.
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(t) Subsidiary: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is
300,000. An amount not in excess of 15% of the total number of shares reserved
and available for distribution pursuant to the Plan may be issued for Other
Stock-Based Awards pursuant to Section 7. 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.
4. ADMINISTRATION
The Plan shall be administered by the Board, which may delegate its
duties and powers in whole or in part to any subcommittee thereof. The Board 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 Board may
correct any defect or omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Board deems necessary or desirable. Any decision of
the Board 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 Board shall
determine:
(a) Option Price. The Option Price per Share shall be determined by the
Board, but shall not be less than 100% of the Fair Market Value of the Shares on
the date an Option is granted.
(b) Exercisability. Options granted under the Plan shall be exercisable
at such time and upon such terms and conditions as may be determined by the
Board, but in no event shall an Option be exercisable more than ten years after
the date it is granted.
(c) Attestation. Wherever in this Plan or any agreement evidencing an
Award a Participant is permitted to pay the exercise price of an Option or taxes
relating to the exercise of an Option by delivering Shares, the Participant may,
subject to procedures satisfactory to the Board, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares, in which
case the Company shall treat the Option as exercised without further payment
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and shall withhold such number of Shares from the Shares acquired by the
exercise of the Option.
(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 Board, (iii)
partly in cash and partly in such Shares or (iv) through the delivery of
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 Board pursuant to the Plan. Unless the vesting
of an Option is otherwise accelerated pursuant to Section 7(e), 7(f) or 7(g),
the unvested portion of the Option will terminate upon the Participant's
termination of employment for any reason.
(e) Exercisability Upon Termination of Service by Death. If a
Participant's service with the Company and its Subsidiaries terminates 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. If a Participant's service with the Company and its Subsidiaries
terminates by reason of Disability or Retirement after the first anniversary of
the date on which an Option is granted, the unexercised vested 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. If a Participant's service
with the Company and its Subsidiaries terminates 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 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
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or Retirement. If a Participant's service with the Company and its Subsidiaries
terminates for any reason other than death, Disability or Retirement, the
unexercised vested portion of such Option shall terminate thirty days following
such termination of service.
(h) Nontransferability of Stock Options. Except as otherwise provided
in this Section 6(h), an Option shall not be transferable by the Participant
otherwise than by will or by the laws of descent and distribution and during the
lifetime of a Participant an Option shall be exercisable only by the
Participant. An Option exercisable after the death of a Participant or a
transferee pursuant to the following sentence may be exercised by the legatees,
personal representatives or distributees of the Participant or such transferee.
The Board may, in its discretion, authorize all or a portion of the Options
previously granted or to be granted to a Participant to be on terms which permit
irrevocable transfer for no consideration by such Participant 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 Participant, trusts for
the exclusive benefit of these persons, and any other entity owned solely by
these persons ("Eligible Transferees"), provided that (x) the Option agreement
pursuant to which such Options are granted must be approved by the Board, 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
Board 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 Participant, 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 Board 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. OTHER STOCK-BASED AWARDS
The Board, in its sole discretion, may grant Awards of Shares, Awards
of restricted Shares and Awards that are valued in whole or in part by reference
to, or are otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Board shall determine, including, without
limitation, the right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives. Other
Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Board shall
determine to whom and when Other Stock-Based Awards will be made; the number of
Shares to be awarded under (or otherwise related to) such Other Stock-Based
Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares
or a combination of cash and Shares; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof). An
amount not in excess of 15% of the total
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number of Shares reserved and available for distribution pursuant to the Plan,
as determined pursuant to Section 3, may be issued as Other Stock-Based Awards.
8. 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 or any transaction
similar to the foregoing, the Board 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, (A)
(i) all restrictions on Shares of restricted stock shall lapse and (ii) all
Options shall vest and become exercisable and (B) the Board may, but shall not
be obligated to, make provision for a cash payment to the holder of an
outstanding Award in consideration for the cancellation of such Award which, in
the case of Options, shall equal the excess, if any, of the Fair Market Value of
the Shares subject to such Options over the aggregate Option Price of such
Options.
9. NO RIGHT TO AWARDS.
No Participant or other Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants,
or holders or beneficiaries of Awards. The terms and conditions of Awards and
the Board's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).
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 Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the stockholders of the Company, would (except as is provided in Section 8 of
the Plan), (1) increase the total number of Shares reserved for the purposes of
the Plan, (2) result in any Option being repriced either by lowering the Option
Price of any outstanding Option or by canceling an outstanding Option and
granting a replacement Option with a lower Option Price, or (b) without the
consent of a Participant, would impair any of the rights or obligations under
any Award theretofore granted to
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such Participant under the Plan; provided, however, that the Board may amend the
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.
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 Board, 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 October 18, 2000, subject to approval
or ratification by stockholders of the Company at the next Annual Meeting of
Stockholders of the Company or any adjournment or postponement thereof. The
Board may grant Awards prior to such approval or ratification, provided such
Awards are expressly conditioned upon subsequent stockholder approval or
ratification.
