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Exhibit 10.22
PENSION BENEFIT EQUALIZATION PLAN
OF
THE DUN & BRADSTREET CORPORATION
AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 2000
1. Purpose of the Plan
The purpose of the Pension 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 it subsidiaries participating in the Retirement Account of
The Dun & Bradstreet Corporation (the "Retirement Account") whose funded
benefits under the Retirement Account 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 Retirement Account 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 Retirement Account 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 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
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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
fiduciary capacity under the Plan.
3. Participation in the Plan
All members of the Retirement Account shall be eligible to participate
in this Plan whenever their benefits under the Retirement Account, 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 Retirement Account incorporating limitations imposed by
Sections 401, 415 or any other Section of the Code.
4. Benefit Limitations
For purposes of this Plan and the Retirement Account, 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 19.4 of the Retirement Account. Effective for Plan Years
beginning on after December 31, 1999, in accordance with changes included in the
Small Business Job Protection Act of 1995, this Section 4 shall no longer apply
with respect to any participant who has one (1) Hour of Service (as such term is
defined in the Retirement Account) after December 31, 1999.
5. Equalized Benefits
The Corporation shall pay to each eligible member of the Retirement
Account and his beneficiaries a supplemental pension benefit equal to the
benefit which would have been payable to them under the Retirement Account, as
if no provision were set forth therein incorporating limitations imposed by
Sections 401, 415 or any other applicable Section of the Code, to the extent
that such benefit otherwise payable under the Retirement Account exceeds the
benefit limitations related to the Retirement Account as described in Section 3
of this Plan.
Subject to Section 12 of this Plan, such supplemental pension benefits
shall be payable in accordance with all of the terms and conditions applicable
to the participant's benefits under the
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Retirement Account, including whatever optional benefits he may have elected;
provided, however, if an Election (as defined in Section 11 of this Plan) or a
Special Election (as defined in Section 10 of this Plan) has been made and
becomes effective prior to the date when benefits under this Plan would
otherwise be payable, the form of payment of benefits under this Plan shall be
in the form so elected pursuant to such Election or Special Election; provided
further, that notwithstanding any Election or Special Election, if the lump sum
value, determined in the same manner as provided under Section 9 below, of the
benefits payable under this Plan is Ten Thousand Dollars ($10,000) or less at
the time such benefits are payable under this Plan, such benefits shall be
payable as a lump sum.
Any portion of the benefits payable under this Plan as a lump sum,
including any amounts payable as a lump sum under Section 6, shall be paid sixty
(60) days after the date when payments of the same benefits under this Plan, if
payable in the form of an annuity, would otherwise commence, or as soon as
practicable thereafter, provided the Committee has approved such payment. Any
such lump sum distribution of a participant's or beneficiary's benefits under
this Plan shall fully satisfy all present and future Plan liability with respect
to such participant or beneficiary for such portion or all of such benefits so
distributed. Any portion of the benefits payable under this Plan as an annuity
shall commence on the date when annuity benefits under this Plan would otherwise
commence, without regard to any Election or Special Election.
6. Payments of Benefits in the Event of Death
In case of the death of the participant, the amount in his account
shall, where applicable and subject to Section 12 of this Plan, be distributed
to the surviving beneficiary who has been designated to receive benefits under
the Retirement Account and in the manner which has been elected under the
Retirement Account; provided, however, if an Election (as defined in Section 9
of this Plan) or a Special Election (as defined in Section 10 of this Plan) has
been made and becomes effective prior to the date when benefits under this Plan
would otherwise be payable, the form of payment of benefits payable to such
surviving beneficiary under this Plan shall be in the form so elected pursuant
to such Election or Special Election; provided further, that notwithstanding any
Election or Special Election, if the lump sum value, determined in the same
manner as provided under Section 9 below, of the benefits payable under this
Plan is Ten Thousand Dollars ($10,000) or less at the time such benefits are
payable to such surviving beneficiary under this Plan, such benefits shall be
payable as a lump sum.
If the participant has not designated a beneficiary under the
Retirement Account, or if no such beneficiary is living at the time of the
participant's death, the amount, if any, in the participant's account that is
distributable upon his death shall be distributed to the person or persons who
would otherwise be entitled to receive a distribution of the participant's
Retirement Account benefits. Payment to such person or persons shall completely
discharge the Plan with respect to the amount so paid.
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7. Change in Control
(a) Upon the occurrence of a "Change in Control" of the
Corporation, as such term is defined below,
(i) each participant and beneficiary already receiving
benefits and/or survivor's benefits under the Plan
shall receive a lump sum distribution of their unpaid
benefits and/or survivor's benefits under the Plan in
an amount equal to the present value of such benefits
and/or survivor's benefits in full satisfaction of
all present and future Plan liability with respect to
such participant or beneficiary, and
(ii) each vested participant who is not already receiving
benefits under the Plan shall receive (1) a lump sum
distribution of the present value of his accrued
benefit under the Plan as of the date of such Change
in Control, within thirty (30) days of the date of
such Change in Control and (2) a lump sum
distribution of the present value of his additional
benefit, if any, accrued under the Plan from the date
of the Change in Control until the date he retires or
terminates employment with the Corporation, within
thirty (30) days from the date of the participant's
retirement or termination of employment with the
Corporation.
(b) In determining the amount of the lump sum distributions to be
paid under this Section 7, the following actuarial assumptions
shall be used:
(i) the interest rate used shall be the interest rate
used by the Pension Benefit Guaranty Corporation for
determining the value of immediate annuities as of
January 1st of either the year of the occurrence of
the Change in Control or the participant's retirement
or termination of employment, whichever is
applicable;
(ii) the 1983 Group Annuity Mortality Table shall be used;
and
(iii) it shall be assumed that all participants retired or
terminated employment with the Corporation on the
date of the occurrence of the Change in Control for
purposes of determining the amount of the lump sum
distribution to be paid upon the occurrence of the
Change in Control.
(c) 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
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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 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 (c)(i), (c)(iii) or (c)(iv) 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.
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8. Funding
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 one (1) or more trusts to provide
alternate sources of benefit payments under this Plan, provided further,
however, that upon the occurrence of a "Potential Change in Control" of the
Corporation, as defined below, the appropriate officers of the Corporation are
authorized to make contributions to such a trust fund, established as an
alternate source of benefits payable under the Plan, as are necessary to fund
the lump sum payments to Plan participants required pursuant to Section 7 of
this Plan in the event of a Change in Control of the Corporation; provided
further, however, that if payments are made from such trust fund, such payments
will satisfy the Corporation's obligations under this Plan to the extent made
from such trust fund.
(a) In determining the amount of the necessary contribution to the
trust fund in the event of a Potential Change in Control, the
following actuarial assumptions shall be used:
(i) the interest rate used shall be the interest rate
used by the Pension Benefit Guaranty Corporation for
determining the value of immediate annuities as of
January 1st of the year of the occurrence of the
Potential Change in Control;
(ii) the 1983 Group Annuity Mortality Table shall be used;
and
(iii) it shall be assumed that all participants will retire
or terminate employment with the Corporation as soon
as practicable after the occurrence of the Potential
Change in Control.
(b) For the purposes of this Plan, "Potential Change in Control"
means:
(i) the Corporation enters into an agreement, the
consummation of which would result in the occurrence
of a Change in Control of the Corporation;
(ii) any person (including the Corporation) publicly
announces an intention to take or to consider taking
actions which if consummated would constitute a
Change in Control of the Corporation;
(iii) any person, other than a trustee or other fiduciary
holding securities under an employee benefit plan of
the Corporation (or a Corporation owned, directly or
indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership
of stock of the Corporation), who is or becomes the
beneficial owner, directly or indirectly, of
securities of the Corporation representing nine and
one-half percent (9.5%) or more of the combined
voting power of the Corporation's
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then outstanding securities, increases his beneficial
ownership of such securities by five percent (5%) or
more over the percentage so owned by such person; or
(iv) the Board of Directors of the Corporation adopts a
resolution to the effect that, for purposes of this
Plan, a Potential Change in Control of the
Corporation has occurred.
9. Election of Form of Payment
A participant under this Plan may make an election, on a form supplied
by the Committee, to receive all, none, or a specified portion of his benefits
under this Plan in a lump sum and to receive any balance of such benefits in the
form of an annuity (an "Election"); provided, that any such Election shall be
effective for purposes of this Plan only if (i) such participant remains in the
employment of the Corporation or an Affiliate (as defined under Section 12
below), as the case may be, for the full twelve (12) calendar months immediately
following the Election Date of such Election, except in the case of such
participant's death or disability, as provided below, and (ii) such participant
complies with the administrative procedures set forth by the Committee with
respect to the making of the Election. A participant making such Election shall
be subject to the provisions of Section 12 of this Plan.
A participant may elect a payment form different than the payment form
previously elected by him under this Section 9 by filing a revised election
form; provided, that any such new Election shall be effective only if the
conditions in clauses (i) and (ii) of the immediately preceding paragraph are
satisfied with respect to such new Election. Any prior Election made by a
participant that has satisfied such conditions remains effective for purposes of
this Plan until such participant has made a new Election that satisfies such
conditions.
A participant making an election under this Section 9 may specify the
portion of his benefits under this Plan to be received in a lump sum as follows:
zero percent (0%), twenty five percent (25%), fifty percent (50%), seventy-five
percent (75%) or one hundred percent (100%).
In the event a participant who has made an Election dies or becomes
"totally disabled" (as defined in The Dun & Bradstreet Corporation Long Term
Disability Plan) while employed by the Corporation or an Affiliate and such
death or total disability occurs during the twelve (12) calendar month period
immediately following the Election Date of such Election, the condition that
such participant remain employed with the Corporation or an Affiliate (as
defined in Section 12) for such twelve (12) month period shall be deemed to be
satisfied and such Election shall be effective with respect to benefits payable
to such participant or participant's beneficiaries under this Plan.
The amount of any portion of the benefits payable as a lump sum under
this Section 9 will equal the present value of such portion of such benefits,
and the present value shall be
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determined (i) based on a discount rate equal to the average of eighty-five
percent (85%) of the fifteen (15) year non-callable U.S. Treasury bond yields as
of the close of business on the last business day of each of the three (3)
months immediately preceding the date the annuity value is determined and (ii)
using the 1983 Group Annuity Mortality Table.
"Election Date" for purposes of this Plan means the date that a
properly completed election form with respect to an Election or Special Election
(as defined in Section 10 below) is received by the Corporate Assistant
Treasurer of the Corporation.
10. Special Election of Form of Payment
Any participant under this Plan (except for the Chairman of the Board
of Directors of the Corporation on December 21, 1994) who, as of December 31,
1994, (i) is age fifty-four (54) or older and (ii) has at least four (4) years
of Credited Service (as defined in the Corporation's Supplemental Executive
Benefit Plan), may make an election, on a form supplied by the Committee, to
receive all, none, or a specified portion, in the same percentages as described
in Section 9 above, of his benefits under this Plan in a lump sum and to receive
any balance of such benefits in the form of an annuity (a "Special Election");
provided, that any such Special Election shall be effective for purposes of this
Plan only if such participant remains in employment with the Corporation or an
Affiliate (as defined in Section 12 below), as the case may be, for the one (1)
calendar month immediately following the Election Date, except in the case of
death or disability as provided below and complies with the administrative
procedures set forth by the Committee with respect to the making of the Special
Election; and provided further, that the Election Date with respect to any such
Special Election may not be later than January 31, 1995. A participant making
such Special Election shall be subject to the provisions of Section 12 of this
Plan.
In the event a participant who has made a Special Election dies or
becomes "totally disabled" (as defined in The Dun & Bradstreet Corporation Long
Term Disability Plan) while employed by the Corporation or an Affiliate (as
defined in Section 12 below) and such death or total disability occurs during
the one (1) calendar month period immediately following the Election Date of
such Special Election, the participant shall, for purposes of this Section 10,
be deemed to have been employed with the Corporation or an Affiliate (as defined
in Section 12 below), as the case may be, for such one (1) calendar month
period, and such Special Election shall be effective with respect to benefits
payable to such participant or participant's beneficiaries under this Plan.
The amount of any portion of the benefits payable as a lump sum under
this Section 10 will equal the present value of such portion of such benefits,
and the present value shall be determined (i) based on a discount rate equal to
the average of eighty-five percent (85%) of the fifteen (15) year non-callable
U.S. Treasury bond yields as of the close of business on the last business day
of each of the three (3) months immediately preceding the date the annuity value
is determined and (ii) using the 1983 Group Annuity Mortality Table.
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11. Indemnification
Subject to certain conditions as provided below, the Corporation shall
indemnify each participant or beneficiary who receives any benefits under this
Plan in the form of an annuity for any interest and penalties that may be
assessed by the U.S. Internal Revenue Service (the "Service") with respect to
U.S. federal income tax on such benefits (payable under the Plan in the form of
an annuity) upon final settlement or judgment with respect to any such
assessment in favor of the Service, provided the basis for the assessment is
that the amendment of this Plan to provide for the Election or the Special
Election causes the participant or the beneficiary, as the case may be, to be
treated as being in constructive receipt of such benefits prior to the time when
such benefits are actually payable under the Plan.
In case any such assessment shall be made against a participant or
beneficiary, such participant or beneficiary, as the case may be (the
"indemnified party"), shall promptly notify the Corporation's Treasurer in
writing, and the Corporation, upon request of such indemnified party, shall
select and retain an accountant or legal counsel reasonably satisfactory to the
indemnified party to represent the indemnified party in connection with such
assessment and shall pay the fees and expenses of such accountant or legal
counsel related to such representation, and the Corporation shall have the right
to determine how and when such assessment by the Service should be settled,
litigated or appealed. In connection with any such assessment, any indemnified
party shall have the right to retain his own accountant or legal counsel, but
the fees and expenses of such accountant or legal counsel shall be at the
expense of such indemnified party unless the Corporation and the indemnified
party shall have mutually agreed to the retention of such accountant or legal
counsel.
The Corporation shall not be liable to a participant or beneficiary for
any payments under this Section 11 with respect to any assessment described in
the second preceding paragraph if such participant or beneficiary against whom
such assessment is made has not notified or allowed the Corporation to
participate with respect to such assessment in the manner described above or,
following demand by the Corporation, has not made the deposit to avoid
additional interest or penalties as described below, or has agreed to, or
otherwise settled with the Service with respect to, such assessment without the
Corporation's written consent, provided, however, (i) if such assessment is
settled with such consent or if there is a final judgment for the Service, (ii)
the Corporation has been notified and allowed to participate in the manner as
provided above, and (iii) such participant or beneficiary has made any required
deposit to avoid additional interest or penalties as described below, the
Corporation agrees to indemnify the indemnified party to the extent set forth in
this Section 11.
In the event a final settlement or judgment with respect to an
assessment as described under this Section 11 has been made against a
participant or beneficiary, such participant or beneficiary may elect to receive
a portion or all of his benefits that is otherwise payable as an annuity under
the Plan in the form of a lump sum in accordance with procedures as the
Committee may set forth, and such lump sum distribution will be made as soon as
practicable after any such election. At the time such assessment is made against
such participant or
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beneficiary (the "assessed party") and prior to any final settlement or
judgement with respect to such assessment, if so directed by the Corporation,
such assessed party shall, as a condition to receiving an indemnity under this
Section 11, as soon as practicable after notification of such assessment make a
deposit with the Service to avoid any additional interest or penalties with
respect to such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed party a
portion of his remaining benefit under the Plan, not to exceed the lump sum
value of such benefit under the Plan, determined using the actuarial assumptions
set forth in Section 9, solely for purposes of providing the assessed party with
funds to make a deposit with the Service to avoid any additional interest or
penalties with respect to such assessment.
12. Limitations on Payment of Benefits
If a participant under this Plan has, at any time, made an Election or
a Special Election to have all or a portion of the benefits under this Plan
distributed in a lump sum, such participant shall be subject to this Section 12.
(a) Notwithstanding any other provision of this Plan to the
contrary, no benefits or further benefits, as the case may be,
shall be paid to a participant who is subject to this Section
12 if the Committee reasonably determines that such
participant has:
(i) To the detriment of the Corporation or any Affiliate,
directly or indirectly acquired, without the prior
written consent of the Committee, an interest in any
other company, firm, association, or organization
(other than an investment interest of less than one
percent (1%) in a publicly-owned company or
organization), the business of which is in direct
competition with the business (present or future) of
the Corporation or any of its Affiliates;
(ii) To the detriment of the Corporation or any Affiliate,
directly or indirectly competed with the Corporation
or any Affiliate as an owner, employee, partner,
director or contractor of a business, in a field of
business activity in which the participant has been
primarily engaged on behalf of the Corporation or any
Affiliate or in which he has considerable knowledge
as a result of his employment by the Corporation or
any Affiliate, either for his own benefit or with any
person other than the Corporation or any Affiliate,
without the prior written consent of the Committee;
or
(iii) Been discharged from employment with the Corporation
or any Affiliate for "Cause."
(b) An "Affiliate" for purposes of this Plan means any
corporation, partnership, division or other organization
controlling, controlled by or under common control with the
Corporation or any joint venture entered into by the
Corporation.
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(c) "Cause" for purposes of this Section 12 shall include the
occurrence of any of the following events or such other
dishonest or disloyal act or omission as the Committee
determines to be "cause":
(i) The participant has misappropriated any funds or
property of the Corporation or any Affiliate;
(ii) The participant has, without the prior knowledge or
written consent of the Committee, obtained personal
profit as a result of any transaction by a third
party with the Corporation or any Affiliate; or
(iii) The participant has sold or otherwise imparted to any
person, firm, or corporation the names of the
customers of the Corporation or any Affiliate or any
confidential records, data, formulae, specifications
and other trade secrets or other information of value
to the Corporation or any Affiliate derived by his or
her association with the Corporation or any
Affiliate.
In any case described in this Section 12, the participant shall be
given prior written notice that no benefits or no further benefits, as the case
may be, will be paid to such participant. Such written notice shall specify the
particular act(s), or failures to act, on the basis of which the decision to
terminate his benefits has been made.
Notwithstanding any other provision of this Plan to the contrary, a
participant who receives in a lump sum any portion of his benefits under this
Plan pursuant to an Election or Special Election shall receive such lump sum
portion of his benefits subject to the condition that if such participant
engages in any of the acts described in clause (i) or (ii) of this Section 12,
then such participant shall, within sixty (60) days after written notice by the
Corporation, repay to the Corporation the amount described in the immediately
following sentence. The amount to be repaid shall equal the amount, as
determined by the Committee, of the participant's lump sum benefit paid under
this Plan to which such participant would not have been entitled, if such lump
sum benefit had instead been payable in the form of an annuity under this Plan
and such annuity payments were subject to the provisions of this Section 12.
13. Miscellaneous
This Plan may be terminated at any time by the Board, 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, except
that no such amendment shall deprive any participant of his benefits accrued at
the time of such amendment.
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.
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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.
14. Other
(a) Notwithstanding anything in this Plan to the contrary, in
accordance with the terms of Article IV of the Employee
Benefits Agreement dated as of October 28, 1996, among the
Corporation, Cognizant Corporation ("Cognizant") and ACNielsen
Corporation ("ACNielsen") ("Cognizant EBA"):
(i) Following the Effective Time (as such term is defined
in the Cognizant EBA) of the reorganization of the
Corporation's businesses referred to therein, the
Corporation shall retain liability for benefits under
this Plan of ACNielsen Employees (as such term is
defined in the Cognizant EBA) and Cognizant Employees
(as such term is defined in the Cognizant EBA) who
were participants in this Plan immediately prior to
the Effective Time (the "Cognizant and ACNielsen PEBP
Participants") to the extent that, prior to the
Effective Time, such benefits were accrued and to
which such participants had earned vested rights
hereunder;
(ii) Solely with respect to determining the level of
benefits payable under this Plan, Cognizant and
ACNielsen shall have the authority to consent to the
termination of employment prior to age sixty (60) of
a Cognizant or ACNielsen PEBP Participant from the
Cognizant Group (as such term is defined in the
Cognizant EBA) or the ACNielsen Group (as such term
is defined in the Cognizant EBA), as the case may be;
(iii) Benefits under this Plan shall not become payable to
a Cognizant or ACNielsen PEBP Participant until such
participant terminates employment from the Cognizant
Group or the ACNielsen Group (as the case may be);
(iv) Employment of a Cognizant or ACNielsen PEBP
Participant by a member of the Cognizant Group or the
ACNielsen Group (as the case may be) after the
Effective Time shall not be deemed a violation of the
noncompetition clauses of Article 12 of this Plan;
and
(v) Cognizant and ACNielsen PEBP Participants who
participated in this Plan immediately prior to the
Effective Time shall receive a distribution
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hereunder, based on their notional elective deferrals
through the Effective Time, at the time distributions
are otherwise made under the Plan.
(b) Notwithstanding anything in this Plan to the Contrary, in
accordance with the terms of Article IV of the Employee
Benefits Agreement dated as of June 30, 1998, between the
Corporation and The New Dun & Bradstreet Corporation ("RHD
EBA"):
(i) Following the Effective Time (as such term is defined
in the RHD EBA) of the reorganization of the
Corporation's businesses referred to therein, the
Corporation shall retain liability for benefits under
this Plan of those persons who, immediately after the
Effective Time, are employed by R.H. Donnelly Inc.
("RHD") or any member of the RHD Group (as such term
is defined in the RHD EBA) who were participants in
this Plan immediately prior to the Effective Time
(the "RHD PEBP Participants") to the extent that,
prior to the Effective Time, such benefits were
accrued and to which such participants had earned
vested rights hereunder;
(ii) Solely with respect to determining the level of
benefits payable under this Plan, RHD shall have the
authority to consent to the termination of employment
prior to age sixty (60) of an RHD PEBP Participant
from the RHD Group;
(iii) Benefits under this Plan shall not become payable to
an RHD PEBP Participant until such participant
terminates employment from the RHD Group;
(iv) Employment of an RHD PEBP Participant by the RHD
Group after the Effective Time, shall not be deemed a
violation of the noncompetition clauses of Article 12
of this Plan; and
(v) RHD PEBP Participants who participated in this Plan
immediately prior to the Effective Time shall receive
a distribution hereunder, based on their notional
elective deferrals through the Effective Time, at the
time distributions are otherwise made under the Plan.
(c) Notwithstanding anything in this Plan to the contrary, in
accordance with the terms of Article IV of the Employee
Benefits Agreement dated as of September 30, 2000, among the
Corporation and The New D&B Corporation ("Moody's EBA"):
(i) Following the Effective Time (as such term is defined
in the Moody's EBA) of the reorganization of the
Corporation's businesses referred to therein, the
Corporation shall retain liability for benefits under
this Plan of
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<PAGE> 14
those persons who, immediately after the Effective
Time, are employed by Moody's Corporation ("Moody's")
or any member of the Moody's Group (as such term is
defined in the Moody's EBA) who were participants in
this Plan immediately prior to the Effective Time
(the "Moody's PBEP Participants") to the extent that,
prior to the Effective Time, such benefits were
accrued and to which such participants had earned
vested rights hereunder;
(ii) Solely with respect to determining the level of
benefits payable under this Plan, Moody's shall have
the authority to consent to the termination of
employment prior to age sixty (60) of a Moody's PBEP
Participant from the Moody's Group;
(iii) Benefits under this Plan shall not become payable to
a Moody's PBEP Participant until such participant
terminates employment from the Moody's Group;
(iv) Employment of a Moody's PBEP Participant by the
Moody's Group after the Effective Time shall not be
deemed a violation of the noncompetition clauses of
Article 12 of this Plan; and
(v) Moody's PBEP Participants who participated in this
Plan immediately prior to the Effective Time shall
receive a distribution hereunder, based on their
notional elective deferrals through the Effective
Time, at the time distributions are otherwise made
under the Plan.
15. 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.
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