Stock Option Award Agreement



 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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