EX-10.31



 





Exhibit 10.31




FORM
OF

2000 DUN & BRADSTREET CORPORATION




NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN




RESTRICTED STOCK UNIT AWARD




(                 ,                     )





     This RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to                      (the
"Participant”) as of this       day of           ,            (the “Award Date”) by THE DUN & BRADSTREET
CORPORATION (the “Company”) pursuant to the 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE
DIRECTORS’ STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the
meanings ascribed to them in the Plan.




     1.    Grant of Restricted Stock Units. The Company hereby awards to the
Participant pursuant to the Plan                      restricted stock units (“RSUs”). Each
RSU constitutes an unfunded and unsecured promise of the Company to deliver (or
cause to be delivered) to the Participant, subject to the terms of this Award and
the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the
delivery date as provided herein. Until delivery of the Shares, the Participant has
only the rights of a general unsecured creditor, and no rights as a shareholder, of
the Company.




     2.    Payment. Subject to Sections 3 and 8, the restrictions on the RSUs shall
lapse and the underlying Shares shall be deliverable on the “Payment Date” which
shall be the earlier of (x) the third anniversary of the Award Date or (y) the
termination of the Participant’s service as a non-employee director of the Company
for any reason.




     3.    Additional Deferral. Upon submission of a valid election, the
Participant may delay the Payment Date to the date of termination of the
Participant’s service with the Company.




     4.    Voting. The Participant will not have any rights of a shareholder of the
Company with respect to RSUs until delivery of the underlying Shares.




     5.    Dividend Equivalents. Unless the Board determines otherwise, in the
event that a dividend is paid on Shares, an amount equal to such dividend shall be
credited for the benefit of the Participant based on the number of RSUs credited to
the Participant as of the dividend record date, and such credited dividend amount
shall be in the form of an additional number of RSUs (rounded down to the nearest
whole RSU) based on the Fair Market Value (as defined in the Plan) of a
Share on the dividend



 









 







payment date. The additional RSUs credited in connection
with a dividend will be subject to the same restrictions as the RSUs in respect of
which the dividend was paid.




     6.    Transfer Restrictions. The RSUs are not subject to assignment by the
Participant. If a Participant does make an assignment of any RSUs, the Company may
disregard such assignment and discharge its obligation hereunder by making payment
as though no such assignment has been made.




     7.    Withholding Taxes. Notwithstanding anything to the contrary contained in
this Award, it is a condition to the obligation of the Company to deliver the Shares
that all applicable withholding taxes be satisfied in full by the Participant. The
Company is authorized to satisfy the minimum statutory withholding taxes (including
withholding pursuant to applicable tax equalization policies of the Company or its
Subsidiaries) arising from the delivery of the Shares by deducting from the total
number of Shares to be delivered that number of Shares having a Fair Market Value
equal to the applicable amount of withholding taxes due.




     8.    Change in Control. Subject to Section 9, if there is a Change in Control
of the Company, any undelivered Shares underlying the RSUs shall become deliverable
(such accelerated payment date, also being referred to herein as a Payment Date).




     9.    Delivery of Shares. Until the Company determines otherwise and subject
to Section 12, delivery of Shares on the applicable Payment Date will be
administered by the Company’s transfer agent or an independent third-party broker
selected from time to time by the Company. In connection with a Change in Control
of the Company, the Company will deliver Shares on the accelerated Payment Date
provided the actual Change in Control is a permissible distribution event under
Section 409A of the Internal Revenue Code and, if otherwise, the Company will
deliver the Shares on the scheduled Payment Date.




     10.    Entire Agreement. The Plan is incorporated herein by reference and a
copy of the Plan can be requested from the Office of the Corporate Secretary, 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 Board 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.




     11.    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.




     12.    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.




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



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



	 	 	 	 	 	 
	 	THE DUN & BRADSTREET CORPORATION

 	 
	 	 	By:  	 	 
	 
	 	 	  	 
	 
	 
	 	 	 	Name:  	 	 
	 	 	 	Title: General Counsel and Corporate Secretary