Attached files

file filename
10-K - FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 - DUN & BRADSTREET CORP/NWd10k.htm
EX-21.1 - SUBSIDIARIES OF THE REGISTRANT AS OF DECEMBER 31, 2009 - DUN & BRADSTREET CORP/NWdex211.htm
EX-10.54 - RESTRICTED STOCK UNIT AWARD AGREEMENT - DUN & BRADSTREET CORP/NWdex1054.htm
EX-10.27 - FIRST AMENDMENT TO THE EXECUTIVE RETIREMENT PLAN OF THE DUN & BRADSTREET CORP. - DUN & BRADSTREET CORP/NWdex1027.htm
EX-10.30 - FIRST AMENDMENT TO THE PENSION BENEFIT EQUALIZATION PLAN - DUN & BRADSTREET CORP/NWdex1030.htm
EX-31.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) - DUN & BRADSTREET CORP/NWdex311.htm
EX-32.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 - DUN & BRADSTREET CORP/NWdex322.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - DUN & BRADSTREET CORP/NWdex231.htm
EX-31.2 - CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) - DUN & BRADSTREET CORP/NWdex312.htm
EX-32.1 - CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350 - DUN & BRADSTREET CORP/NWdex321.htm
EX-10.28 - SECOND AMENDMENT TO THE EXECUTIVE RETIREMENT PLAN OF THE DUN & BRADSTREET CORP. - DUN & BRADSTREET CORP/NWdex1028.htm

Exhibit 10.51

THE DUN & BRADSTREET CORPORATION

2009 STOCK INCENTIVE PLAN

STOCK OPTION AWARD

FEBRUARY 11, 2010

This STOCK OPTION AWARD (this “Award”) is being granted to Steven W. Alesio (the “Participant”) as of this 11th day of February, 2010 (the “Grant Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an “Option”) to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of 84,800 shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price per Share of $70.540, which is the Fair Market Value per Share on the Grant Date (the “Option Price”). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code.

2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award.

3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. Except as provided in Section 4, this Option shall cease to vest upon the Participant’s termination of active employment, and may be exercised after the Participant’s date of termination only as set forth below.


4. Termination of Employment.

(a) Termination of Employment prior to June 30, 2010. If the Participant’s employment with the Company and its Affiliates terminates for any reason, other than a termination made by the Company without Cause (as defined in that certain Employment Agreement dated as of December 31, 2004, as amended, by and between the Company and Participant), prior to June 30, 2010, Participant forfeits any and all rights under this agreement and this Award is terminated. If the Participant’s employment with the Company and its Affiliates is terminated by the Company without Cause prior to June 30, 2010, the Participant’s rights under this Award shall continue as if such employment terminated on or after June 30, 2010, pursuant to Section 4(c) of this Award.

(b) Death or Disability on or after June 30, 2010. If the Participant dies or becomes disabled on or after June 30, 2010, (i) the unvested portion of such Option shall immediately vest in full and (ii) such Option may thereafter be exercised only during the shorter of (A) the remaining term of the Option or (B) five years after the date of death or Disability.

(c) Termination of Employment on or after June 30, 2010. If the Participant’s employment with the Company and its Affiliates terminates for any reason on or after June 30, 2010, the unexercised portion of the Option shall continue to vest (to the extent that it is not yet vested) and may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) five years after the date of such termination of employment (the “Post-Employment Exercise Period”), but only to the extent to which such Option was exercisable at the time of such termination of employment or becomes exercisable during the Post-Employment Exercise Period.

5. Manner of Exercise.

(a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company.

 

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(b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company’s insider trading policy.

6. Tax Withholding.

(a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Company or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Company or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate arrangements satisfactory to the Company or the Employer to satisfy all withholding of Tax-Related Items of the Company or the Employer. In this regard, the

 

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Participant authorizes the Company or the Employer, or their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from a payment of cash from the Participant, (2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Employer, (3) from proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or (4) withholding from Shares to be issued upon exercise of the Option.

(c) To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) by considering applicable minimum statutory withholding amounts or other applicable withholding rates.

(d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section.

7. Nontransferability of Option. This Option shall not be transferable by the Participant otherwise than by Beneficiary Designation, by will, by the laws of descent and distribution or pursuant to a domestic relations order. Except with respect to a transfer pursuant to a domestic relations order, during the lifetime of the Participant this Option may only be exercised by the Participant.

8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control.

 

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9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such Participant or Permitted Transferee shall become the holder of record thereof.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant. The Company shall provide the Detrimental Conduct Agreement to the Participant within 30 days of the date it delivers this Agreement and in a manner determined by the Company, including electronically.

12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

 

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13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this Option award shall not entitle the Participant to participate with respect to any other award. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of determining the Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits, except to the extent required under applicable law.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

16. Governing Law. This Award shall be governed by the laws of the State of New Jersey, U.S.A., without regard to choice of laws principles thereof.

 

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IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above.

 

THE DUN & BRADSTREET CORPORATION
By:  

/s/ Patricia A. Clifford

  Patricia A. Clifford
  Leader, Winning Culture

 

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