Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.00M
3: EX-10.10.2 Material Contract HTML 44K
4: EX-10.11.2 Material Contract HTML 48K
2: EX-10.12 Material Contract HTML 63K
5: EX-10.13.1 Material Contract HTML 110K
6: EX-21 Subsidiaries List HTML 75K
7: EX-23.1 Consent of Expert or Counsel HTML 44K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 49K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 45K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 45K
17: R1 Cover Page HTML 117K
18: R2 Audit Information HTML 50K
19: R3 Consolidated Statements of Operations HTML 141K
20: R4 Consolidated Statements of Comprehensive Income HTML 149K
21: R5 Consolidated Balance Sheets HTML 178K
22: R6 Consolidated Balance Sheets (Parenthetical) HTML 68K
23: R7 Consolidated Statements of Cash Flows HTML 157K
24: R8 Consolidated Statement of Shareholders' Equity HTML 159K
(Deficit)
25: R9 Consolidated Statement of Shareholders' Equity HTML 57K
(Deficit) (Parenthetical)
26: R10 Description of Business and Basis of Presentation HTML 56K
27: R11 Summary of Significant Accounting Policies HTML 99K
28: R12 Revenues HTML 432K
29: R13 Reconciliation of Weighted Average Shares HTML 55K
Outstanding
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31: R15 Cash Equivalents and Investments HTML 73K
32: R16 Derivative Instruments and Hedging Activities HTML 233K
33: R17 Property and Equipment, Net HTML 58K
34: R18 Acquisitions and Divestiture HTML 147K
35: R19 Goodwill and Other Acquired Intangible Assets HTML 133K
36: R20 Restructuring HTML 71K
37: R21 Fair Value HTML 80K
38: R22 Other Balance Sheet Information HTML 107K
39: R23 Comprehensive Income and Accumulated Other HTML 136K
Comprehensive Income
40: R24 Pension and Other Retirement Benefits HTML 285K
41: R25 Stock-Based Compensation Plans HTML 121K
42: R26 Income Taxes HTML 137K
43: R27 Indebtedness HTML 258K
44: R28 Capital Stock HTML 79K
45: R29 Lease Commitments HTML 75K
46: R30 Contingencies HTML 51K
47: R31 Segment Information HTML 127K
48: R32 Valuation and Qualifying Accounts HTML 71K
49: R33 Other Non-Operating (Expense) Income, Net HTML 61K
50: R34 Subsequent Events HTML 47K
51: R35 Summary of Significant Accounting Policies HTML 159K
(Policies)
52: R36 Revenues (Tables) HTML 427K
53: R37 Reconciliation of Weighted Average Shares HTML 54K
Outstanding (Tables)
54: R38 Cash Equivalents and Investments (Tables) HTML 72K
55: R39 Derivative Instruments and Hedging Activities HTML 299K
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56: R40 Property and Equipment, Net (Tables) HTML 57K
57: R41 Acquisitions and Divestiture (Tables) HTML 134K
58: R42 Goodwill and Other Acquired Intangible Assets HTML 139K
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59: R43 Restructuring (Tables) HTML 70K
60: R44 Fair Value (Tables) HTML 78K
61: R45 Other Balance Sheet Information (Tables) HTML 109K
62: R46 Comprehensive Income and Accumulated Other HTML 149K
Comprehensive Income (Tables)
63: R47 Pension and Other Retirement Benefits (Tables) HTML 285K
64: R48 Stock-Based Compensation Plans (Tables) HTML 129K
65: R49 Income Taxes (Tables) HTML 140K
66: R50 Indebtedness (Tables) HTML 254K
67: R51 Capital Stock (Tables) HTML 74K
68: R52 Lease Commitments (Tables) HTML 78K
69: R53 Segment Information (Tables) HTML 122K
70: R54 Valuation and Qualifying Accounts (Tables) HTML 71K
71: R55 Other Non-Operating (Expense) Income, Net (Tables) HTML 61K
72: R56 Description of Business and Basis of Presentation HTML 62K
- Additional Information (Detail)
73: R57 Summary of Significant Accounting Policies - HTML 61K
Additional Information (Detail)
74: R58 Revenues - Revenue by Category (Detail) HTML 113K
75: R59 Revenues - Revenues Disaggregated by Line of HTML 104K
Business and Geographical Area (Detail)
76: R60 Revenues - Consolidated Revenue Information by HTML 76K
Geographic Area (Detail)
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(Detail)
78: R62 Revenues - Revenue Recognition Timing (Detail) HTML 63K
79: R63 Revenues - Additional Information (Detail) HTML 50K
80: R64 Revenues - Schedule of Changes in the Deferred HTML 75K
Revenue Balances (Detail)
81: R65 Revenues - Expected Recognition Period for HTML 62K
Remaining Performance Obligations (Detail)
82: R66 Revenues - Costs to Fulfill a Contract with a HTML 66K
Customer (Details)
83: R67 Reconciliation of Weighted Average Shares HTML 55K
Outstanding - Reconciliation of Basic to Diluted
Shares Outstanding (Detail)
84: R68 Accelerated Share Repurchase Program - Additional HTML 61K
Information (Details)
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86: R70 Cash Equivalents and Investments (Footnote) HTML 60K
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87: R71 Derivative Instruments And Hedging Activities - HTML 71K
Schedule of Interest Rate Swap (Details)
88: R72 Derivative Instruments And Hedging Activities - HTML 60K
Summary of Net Gain (Loss) on Interest Rate Swaps
Designated in Fair Value Hedge (Detail)
89: R73 Derivative Instruments And Hedging Activities - HTML 94K
Additional Information (Detail)
90: R74 Derivative Instruments And Hedging Activities - HTML 72K
Summary of Notional Amounts of Outstanding Cross
Currency Swap (Detail)
91: R75 Derivative Instruments And Hedging Activities - HTML 61K
Schedule of Notional Amount of Net Investment
Hedges (Detail)
92: R76 Derivative Instruments And Hedging Activities - HTML 54K
Summary of Notional Amounts of Outstanding Forward
Contracts Designated as a Net Investment Hedge
(Detail)
93: R77 Derivative Instruments And Hedging Activities - HTML 82K
Gains (Losses) Recognized in AOCI and Reclassified
from AOCI on Derivatives (Detail)
94: R78 Derivative Instruments And Hedging Activities - HTML 49K
Gains (Losses) Recognized in AOCI and Reclassified
from AOCI on Derivatives (Footnote) (Detail)
95: R79 Derivative Instruments And Hedging Activities - HTML 65K
Cumulative Amount of Unrecognized Hedge Losses
Recorded in AOCI (Detail)
96: R80 Derivative Instruments And Hedging Activities - HTML 91K
Summary of Notional Amounts of Outstanding Foreign
Exchange Forwards (Detail)
97: R81 Derivative Instruments And Hedging Activities - HTML 52K
Summary of Net Gain (Loss) on Foreign Exchange
Forwards Not Designated as Hedging Instruments
(Detail)
98: R82 Derivative Instruments And Hedging Activities - HTML 76K
Fair Value of Derivative Instruments (Detail)
99: R83 Property and Equipment, Net (Detail) HTML 74K
100: R84 Property and Equipment, Net - Additional HTML 47K
Information (Detail)
101: R85 Acquisitions and Divestiture - Acquisitions HTML 122K
Narrative (Detail)
102: R86 Acquisitions and Divestiture - Total Consideration HTML 67K
Relating to Acquisition (Detail)
103: R87 Acquisitions and Divestiture - Purchase Price HTML 191K
Allocation (Detail)
104: R88 Acquisitions and Divestiture - Pro Forma HTML 51K
Information (Details)
105: R89 Acquisitions and Divestiture - Divestiture HTML 60K
Narrative (Detail)
106: R90 Goodwill And Other Acquired Intangible Assets - HTML 67K
Activity in Goodwill (Detail)
107: R91 Goodwill And Other Acquired Intangible Assets - HTML 65K
Acquired Intangible Assets and Related
Amortization (Detail)
108: R92 Goodwill And Other Acquired Intangible Assets - HTML 47K
Amortization Expense Relating to Acquired
Intangible Assets (Detail)
109: R93 Goodwill And Other Acquired Intangible Assets - HTML 60K
Estimated Future Amortization Expense for Acquired
Intangible Assets Subject to Amortization (Detail)
110: R94 Restructuring - Additional Information (Detail) HTML 90K
111: R95 Restructuring - Restructuring Expenses Included in HTML 55K
Consolidated Statements of Operations (Details)
112: R96 Restructuring - Changes in Restructuring Liability HTML 59K
(Details)
113: R97 Fair Value - Financial Instruments Carried at Fair HTML 66K
Value on Recurring Basis (Detail)
114: R98 OTHER BALANCE SHEET INFORMATION - Additional HTML 143K
Details Related to Certain Balance Sheet Captions
(Detail)
115: R99 OTHER BALANCE SHEET INFORMATION - Investments in HTML 54K
Non-Consolidated Affiliates (Details)
116: R100 Comprehensive Income And Accumulated Other HTML 101K
Comprehensive Income - Reclassification out of
AOCI (Detail)
117: R101 Comprehensive Income And Accumulated Other HTML 105K
Comprehensive Income - Changes in Components of
Accumulated Other Comprehensive Income (Detail)
118: R102 Pension And Other Retirement Benefits - Summary of HTML 115K
Changes in Benefit Obligations and Fair Value of
Plan Assets for Post-Retirement Plans (Detail)
119: R103 Pension And Other Retirement Benefits - HTML 52K
Accumulated Benefit Obligation in Excess of Plan
Assets (Detail)
120: R104 Pension And Other Retirement Benefits - Summary of HTML 59K
Pre-Tax Net Actuarial Losses and Prior Service
Cost Recognized in Accumulated Other Comprehensive
Income (Loss) (Detail)
121: R105 Pension And Other Retirement Benefits - Components HTML 72K
of Net Periodic Benefit Expense Related to
Retirement Plans (Detail)
122: R106 Pension and Other Retirement Benefits - Additional HTML 102K
Information (Detail)
123: R107 Pension And Other Retirement Benefits - Summary Of HTML 64K
Pre Tax Amounts Recognized In Other Comprehensive
Income (Detail)
124: R108 Pension And Other Retirement Benefits - HTML 54K
Weighted-Average Assumptions Used to Determine
Benefit Obligations (Detail)
125: R109 Pension And Other Retirement Benefits - HTML 61K
Weighted-Average Assumptions Used to Determine Net
Periodic Benefit Expense (Detail)
126: R110 Pension And Other Retirement Benefits - Summary of HTML 110K
Pension Plan Assets by Category Based on Hierarchy
of Fair Value Measurements (Detail)
127: R111 Pension And Other Retirement Benefits - Estimated HTML 63K
Future Benefits Payments for Retirement Plans
(Detail)
128: R112 Stock-Based Compensation Plans - Additional HTML 108K
Information (Detail)
129: R113 Stock-Based Compensation Plans - Stock-Based HTML 49K
Compensation Cost and Associated Tax Benefit
(Detail)
130: R114 Stock-Based Compensation Plans - Weighted Average HTML 57K
Assumptions used in Determining Fair Value for
Options Granted (Detail)
131: R115 Stock-Based Compensation Plans - Summary of Option HTML 91K
Activity (Details)
132: R116 Stock-Based Compensation Plans - Stock Option HTML 61K
Exercises and Restricted Stock Vesting (Detail)
133: R117 Stock-Based Compensation Plans - Summary of HTML 69K
Nonvested Restricted Stock (Details)
134: R118 Stock-Based Compensation Plans - Summary of HTML 64K
Performance Based Restricted Stock (Details)
135: R119 Income Taxes - Provision for Income Taxes (Detail) HTML 73K
136: R120 Income Taxes - Reconciliation of United States HTML 60K
Federal Statutory Tax Rate to Effective Tax Rate
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137: R121 Income Taxes - Source of income Before Provision HTML 53K
for Income Taxes (Detail)
138: R122 Income Taxes - Components of Deferred Tax Assets HTML 107K
and Liabilities (Detail)
139: R123 Income Taxes - Additional Information (Detail) HTML 69K
140: R124 Income Taxes - Reconciliation of Uncertain Tax HTML 61K
Positions (Detail)
141: R125 Indebtedness - Summary of Total Indebtedness HTML 122K
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142: R126 Indebtedness - Schedule of Credit Facilities HTML 56K
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143: R127 Indebtedness - Additional Information (Detail) HTML 102K
144: R128 Indebtedness - Principal Payments Due on Long-Term HTML 103K
Borrowings (Detail)
145: R129 Indebtedness - Summary of Components of Interest HTML 60K
as Presented in Consolidated Statements of
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146: R130 Indebtedness - Fair Value and Carrying Value of HTML 109K
Long-Term Debt (Detail)
147: R131 Capital Stock - Additional Information (Detail) HTML 74K
148: R132 Capital Stock - Share Repurchase Programs (Detail) HTML 52K
149: R133 Capital Stock - Dividends Paid (Detail) HTML 50K
150: R134 Lease Commitments - Additional Information HTML 49K
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151: R135 Lease Commitments - Components of Lease Cost HTML 53K
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152: R136 Lease Commitments - Operating Leases Information HTML 54K
(Detail)
153: R137 Lease Commitments - Operating Leases, Future HTML 68K
Minimum Payment (Detail)
154: R138 Segment Information - Additional Information HTML 66K
(Detail)
155: R139 Segment Information - Financial Information by HTML 87K
Segment (Detail)
156: R140 Segment Information - Consolidated Revenue HTML 64K
Information by Geographic Area (Detail)
157: R141 Valuation and Qualifying Accounts - Summary of HTML 83K
Activity for Valuation Allowances (Detail)
158: R142 Components of Other Non-Operating (Expense) HTML 65K
Income, Net (Detail)
159: R143 Subsequent Events - Additional Information HTML 53K
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162: XML IDEA XML File -- Filing Summary XML 346K
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161: EXCEL IDEA Workbook of Financial Reports XLSX 239K
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1.Members of the Board of Directors (“Directors”) of the
Company who are not employees of the Company or any of its subsidiaries (“Nonemployee Directors”) may elect on or before December 31 of any year to have payment of all or a specified part of all fees payable to them for their services as Directors (including fees payable to them for services as members of a committee of the Board of Directors of the Company (the “Board”)) during the calendar year following such election and succeeding calendar years deferred until they separate from service as Directors of the Company as determined pursuant to Section 409A ("Section 409A") of the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable guidance issued thereunder. Any person, not an employee, who shall become a Director during any calendar year, and who was not a Director of the Company on the preceding December 31, may elect, within 30 days of the date on which his or her term as a Director begins, to have payment of all or a specified part of such fees for the portion of the calendar year following such election and for succeeding calendar years so deferred. Any such election shall be made by electronic means designated by the Company. The “Company” means The Dun & Bradstreet Corporation, to be renamed the “Moody’s Corporation” after the shares of The New D&B Corporation (“New D&B”) are distributed as a dividend to the shareholders of
The Dun & Bradstreet Corporation (“D&B”) (the “Spinoff”).
2.All deferred fees shall be held in the general funds of the Company, shall be credited to the Director’s account under The Moody's Corporation Nonfunded Deferred Compensation Plan for Nonemployee Directors (the "Plan") and shall be deemed to have been invested in one or more of the funds made available by the Committee hereunder from time to time in the Committee's sole discretion, as such Director shall have most recently elected. Effective with the elections made in 2016 with respect to deferrals for 2017, such election shall be made by such electronic means as designated by the Company. The Director’s account shall be credited with deferred
fees and with the investment performance of the respective funds in which the account is invested on the same basis and in the same manner as is applicable to employees participating in the Moody's Corporation Deferred Compensation Plan. Directors may elect to have deferred amounts held and invested in one or more of the funds in multiples of 10%. With the exception of the Moody’s Common Stock Fund, each Director may, at any time, make a
revised investment election applicable to amounts deferred, or elect to have the amount credited to his or her account reallocated among the investment funds, such revised election or reallocation to be made by the Director through such electronic means as designated by the Company.
In order to make a revised investment election into or out of the Moody’s Common Stock Fund, a Director must obtain the prior written approval of the Company’s General Counsel (which may be by electronic means) and be made during an open trading window period. The Corporate Secretary’s Office or a member of the Legal Department shall advise the Director and/or the Plan recordkeeper of any approval to make an investment election with respect to the Moody’s Common Stock Fund. In the event a Director fails to make an investment election, his or her entire account shall be credited to an investment fund designated by the Company (which shall be the FIAM Index Target Date Income Fund until changed).
3.With respect to each Nonemployee Director
who was a nonemployee director of D&B prior to the Spinoff and continues to be a Nonemployee Director of the Company following the Spinoff, each such Director’s account shall be credited with the balance in the Director’s account as of the effective date of the Spinoff under The Dun & Bradstreet Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors (“Prior Plan”), giving effect to the election by each such Director to transfer such funds into the funds available under the Company's Profit Participation Plan or successor plan; provided, however, that with respect to amounts deemed to be invested in the Dun & Bradstreet Common Stock Fund under the Prior Plan (the “D&B
Fund”), each Director shall have (i) an amount of New D&B stock credited to the Dun & Bradstreet Common Stock Fund under the Plan equal to the number of shares of New D&B stock such Director would have received pursuant to the Spinoff if such Director owned the D&B stock credited to the D&B Fund as at the record date of the Spinoff and (ii) an amount of Company stock credited to the Moody’s Common Stock Fund under the Plan equal to the number of deemed shares of D&B stock such Director held under the D&B Fund; provided, further, that a Director may not reallocate his or her account, or elect to defer any additional amounts, into the New D&B Common Stock Fund.
4.The aggregate balance in the Director’s account, giving effect to the investment performance of the fund(s) to which
deferred fees were credited, shall be paid to the Director in five or ten annual installments or in a lump sum, as the Director shall elect in the notice referred to in Paragraph 1 above. The first installment (or lump sum payment if the Director so elects) shall be paid on the tenth day of the calendar year immediately following the calendar year in which the Director separates from service as a Director of the Company, and subsequent installments shall be made on the tenth day of each succeeding calendar year until the entire amount credited to the
Director’s account shall have been paid. The amount of each installment shall be determined by multiplying the balance credited to the Director’s account as of
the December 31 immediately preceding the installment payment date by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installment payments over which payment of such amount is to be made, less the number of installments theretofore made. Thus, if payment is to be made in ten installments, the fraction for the first installment shall be 1/10th, for the second installment 1/9th, and so on.
5.If a Director should die before full payment of all amounts credited to the Director’s account, the full amount credited to the account as of December 31 of the year of the Director’s death shall be paid on the tenth day of the calendar year following the year of death to the Director’s estate or to such beneficiary or beneficiaries as previously designated by the Director through electronic means beginning with the enrollment period in 2016 or in a written notice delivered
to the Secretary of the Company for beneficiaries designated prior to the enrollment period in 2016. Beneficiaries designated electronically for this Plan supersede beneficiary designations previously delivered to the Secretary of the Company for this Plan but not for any other plan.
6.A Director’s election to defer compensation shall continue until a Director separates from service as a Director or until the Director changes or terminates such election by electronic means (to the extent permitted by the Company) or written notice delivered to the Secretary of the
Company. Any such notice of change or termination shall become effective as of the end of the calendar year in which such notice is given.
Amounts credited to the account of a Director prior to the effective date of such change or termination shall not be affected thereby and shall be paid to the Director only in accordance with paragraph 4 (or Paragraph 5 in the event of death) above.
7.The right of a Director to any deferred fees and/or the interest thereon shall not be subject to assignment by the Director. If a Director does make an assignment of any deferred fees and/or the interest thereon, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment has been made.
8.If
there is a “Change in Control” of the Company, as defined in Paragraph 9:
a.With respect to deferrals (and earnings thereon) attributable to years prior to 2016:
i.The total amount to the credit of each Director’s account as of the date of such Change in Control under the Plan shall be paid to the Director in a lump sum within 30 days from the date of such Change in Control; provided, however, if such payment is not made within such 30-day period, the amount to the credit of the Director’s account shall be credited with interest from the date of such Change in Control until the actual payment date at an annual rate
equal to the yield on 90-day U.S. Treasury Bills plus one percentage point. For this purpose the yield on U.S. Treasury Bills shall be the rate published in The Wall Street Journal on the first business day of the calendar month in which the Change in Control occurred.
ii.The total amount credited to each Director’s account under the Plan from the date of the Change in Control until the date the Director separates from service as a Director shall be paid to the Director in a lump sum within 30 days from the date the Director separates from service as a Director.
b.With respect to deferrals for 2016 and subsequent years, the Director may elect at the time the Director makes a deferral election for such year pursuant to Section 1 either (i) the treatment specified in Section 8(a), or (ii) that amounts credited to the Director’s account be
distributed at the time specified in Section 4 or Section 5, as applicable. Such election shall be made with respect to deferrals for each year. If no such election is made for a year, the most recent election shall continue to apply (or, if there is no prior election, the deferrals (and earnings attributable thereto) for such year shall be distributed as specified in Section 8(a)).
9.A “Change in Control” of the Company means a change in ownership of Moody's Corporation, a change in the effective control of Moody's Corporation, or a change in the ownership of a substantial portion of the assets of Moody's Corporation. For this purpose, a change in the ownership of Moody's Corporation occurs on the date that any one person, or more than one person acting as a group (as determined pursuant to the regulations under
Section 409A), acquires ownership of stock of Moody's Corporation that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of Moody's Corporation. A change in effective control of Moody's Corporation occurs on either of the following dates: (1) the date any one person, or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Moody's
Corporation possessing 50 percent or more of the total voting power of the stock of Moody's Corporation, or (2) the date a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Board before the date of the appointment or election. A change in the ownership of a substantial portion of the assets of the Corporation occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total gross fair market value (as determined pursuant to the regulations under Section 409A) equal to or more than 40 percent of the total gross fair market value of all of the assets of the Corporation immediately before such acquisition or acquisitions.
10.Notwithstanding any provision herein to the contrary, amounts payable under this Plan shall not be funded and shall be made out of the general funds of the
Company; provided, however, that the Company reserves the right to establish one or more “rabbi” 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 Company, as defined below, the appropriate officers of the Company are authorized to make transfers 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 Directors required pursuant to Paragraph 8 of this Plan in the event of a Change in Control of the Company.
In addition, upon a “Change in Control” of the Company, any benefits that are not distributed in connection with the Change in Control pursuant to Section 8(b)(ii) shall be fully funded through such a trust fund immediately prior to such Change in Control. If payments are made from such trust fund, described in this Section 10, such payments will satisfy the Company’s obligations under this Plan to the extent made from such trust fund.
For the purposes of this Plan, “Potential Change in Control” means:
a.the Company enters into an agreement, the consummation of which would result in the occurrence
of a Change in Control of the Company;
b.any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company;
c.any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or a company owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the Company), who is or
becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then outstanding securities, increases such person’s beneficial ownership of such securities by 5% or more over the percentage so owned by such person; or
d.the Board adopts a resolution to the effect that, for purposes of this Plan,
a Potential Change in Control of the Company has occurred.
11.The Compensation and Human Resources Committee of the Board (the “Committee”) shall be responsible for the administration of the Plan 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 shall have full authority to interpret the provisions of the Plan and construe all of its 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,
other than those determinations delegated to management employees or independent third parties by the Board. All of its rules, interpretations and decisions shall be applied in a uniform manner to all Directors similarly situated and decisions of the Committee shall be conclusive and binding on all persons. Any action permitted to be taken by the Committee may be taken by the Board, in its discretion.
12.Neither participation in the Plan nor any action under the Plan shall be construed to give any Director a right to be retained in the service of the Company.
13.The Plan may be modified, amended or revoked at any time by the Board or the Committee.
14.The Plan shall be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware.
15.The Plan is intended to comply with the provisions of Section 409A of the Code in order to avoid taxation of amounts deferred hereunder before such amounts are distributed from the Plan, and the Plan will be interpreted accordingly.
Dates Referenced Herein and Documents Incorporated by Reference
