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EXHIBIT 10(h)
LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
RELATING TO STOCK OPTIONS
UNDER THE 1991 KEY EMPLOYEES STOCK OPTION PLAN
This Agreement confirms the grant on [ grant date ] by THE DUN & BRADSTREET
CORPORATION (the "Company") to:
[Associate Name] (the "Associate")
of Limited Stock Appreciation Rights ("LSAR's") with respect to the following
ten-year stock options to purchase shares of the Company's Common Stock, par
value $1 per share ("Common Stock"), presently held by the Associate or granted
to the Associate contemporaneously herewith under the 1991 Key Employees Stock
Option Plan for The Dun & Bradstreet Corporation and Subsidiaries, as amended
from time to time (the "1991 Plan"):
Date of Option Grant Number of Shares Option Exercise Price
-------------------- ---------------- ---------------------
[ ] [ ] [$ ]
Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
above option to which the LSAR relates, such excess constituting the
"Appreciation." These LSAR's are issued in accordance with and are subject to
the terms of the 1991 Plan, which plan is incorporated herein by reference, and
the following additional terms and conditions:
1. Each LSAR is related to an option (the "Related Option") to purchase the
number of shares of Common Stock at the option exercise price per share
indicated above.
2. These LSAR's may be exercised, in whole or in part, only on and after six
months after the date of grant and only during the 30-day period beginning
on the first day following the acquisition of at least 20% of all
outstanding shares of Common Stock pursuant to any tender or exchange
offer for shares of Common Stock (other than one made by the Company),
whether the Company does or does not support the offer. A tender or
exchange offer filed with the Securities and Exchange Commission on Form
14D-1 (or successor form) shall be treated conclusively as a tender or
exchange offer for purposes of this provision. Each LSAR is exercisable
only if and to the extent the Related Option is exercisable. During the
30-day period when these LSAR's are exercisable, other stock appreciation
rights relating to the Related Option shall not be exercisable.
3. To the extent exercisable, these LSAR's may be exercised from time to time
by notice to the Company. The date a notice of exercise is received by the
Company shall be the exercise date. At the time of payment of the
Appreciation to the Associate, the Company shall require payment of any
amount the Company may determine to be necessary to withhold for federal,
state or local taxes as a result of the exercise of an LSAR.
4. Exercise of an LSAR shall reduce the number of shares of Common Stock
covered by the Related Option and any other related stock appreciation
right on a share for share basis. The exercise of a Related Option or of
any other related stock appreciation right shall reduce the number of
related LSAR's on the same basis.
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5. The term "Tender Offer Price" when used herein shall mean the highest
price paid for shares of Common Stock in any tender or exchange offer of
the kind contemplated in Paragraph 2 above which is in effect at any time
during the 60-day period preceding the date of exercise of an LSAR,
provided that any securities or property which are part or all of the
consideration paid for shares of Common Stock in any such tender or
exchange offer shall be valued at the higher of (i) the valuation placed
on such securities or property by the person making such offer or (ii) the
valuation (for purposes hereof) placed on such securities or property by
the Executive Compensation and Stock Option Committee of the Board of
Directors of the Company (the "Committee").
6. These LSAR's shall terminate when the Associate is no longer subject to
the provisions of Section 16(b) of the Securities Exchange Act of 1934, as
amended.
7. These LSAR's are not transferable by the Associate, provided that the
Committee may, in its discretion, authorize the irrevocable transfer for
no consideration by the Associate to certain of the Associate's immediate
family members or to certain trusts and partnerships in which the
Associate and/or such family members have an interest.
IN WITNESS WHEREOF, The Dun & Bradstreet Corporation has caused this Agreement
to be executed in duplicate by its officer thereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
By______________________________
Chief Executive Officer
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Limited Stock Appreciation Rights Agreement and acknowledges receipt
of (i) a copy of the Prospectus dated May 31, 1995 relating to the 1991 Key
Employees Stock Option Plan for The Dun & Bradstreet Corporation and
Subsidiaries and (ii) a copy of the [ year ] Annual Report of The Dun &
Bradstreet Corporation.
___________________ __________________________________
Date Associate
