RESTRICTED STOCK AGREEMENT UNDER THE 1996 COGNIZANT CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN This restricted stock agreement (the "Award Agreement") confirms the restricted stock award (the "Award") made on November 15, 1996 by The...Restricted Stock Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation
EXHIBIT 10.1 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT is dated as of October 28, 1996, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), and ACNIELSEN...Distribution Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of October 28, 1996, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), and ACNIELSEN CORPORATION, a...Tax Allocation Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
ARTICLE I DEFINITIONSEmployee Benefits Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF COGNIZANT CORPORATIONChange • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
INDEMNITY AND JOINT DEFENSE AGREEMENT This INDEMNITY AND JOINT DEFENSE AGREEMENT is dated as of October 28, 1996 (the "Agreement"), among THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("D&B"), COGNIZANT CORPORATION, a Delaware corporation,...Indemnity and Joint Defense Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 COGNIZANT CORPORATION NON- EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN This non-qualified stock option agreement (the "Award Agreement") confirms the non-qualified stock option award (the "Award") made...Non-Qualified Stock Option Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation
This non-qualified stock option agreement (the "Award Agreement") confirms the non-qualified stock option award (the "Award") made on November 15, 1996 by The Compensation and Benefits Committee (the "Committee") of the Board of Directors of COGNIZANT CORPORATION (the "Company") under the 1996 Cognizant Corporation Non-Employee Directors' Stock Incentive Plan (the "Plan") to:
RECITALSIntellectual Property Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
Number of Shares Vest Type Full Vest Expiration Date ---------------- ------------- ----------- --------------- On Vest Date 11/15/97 11/14/06 On Vest Date 11/15/98 11/14/06 On Vest Date 11/15/99 11/14/06 On Vest Date 11/15/00 11/14/06 On Vest Date...Cognizant Corp • March 28th, 1997 • Services-computer processing & data preparation
Effective 11/15/96, you have been granted a Non-Qualified Stock Option to buy _____ shares of Cognizant Corporation (the Company) stock at $33.3750 per share.
TAM MASTER AGREEMENTTam Master Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
REPLACEMENT LIMITED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE 1996 KEY EMPLOYEES' STOCK INCENTIVE PLAN FOR CERTAIN EMPLOYEES HOLDING THE DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDSLimited Stock Appreciation Rights Agreement • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation
Number of Shares Vest Type Full Vest Expiration Date ---------------- ------------- ----------- --------------- On Vest Date 11/15/97 11/14/06 On Vest Date 11/15/98 11/14/06 On Vest Date 11/15/99 11/14/06 On Vest Date 11/15/00 11/14/06 On Vest Date...Cognizant Corp • March 28th, 1997 • Services-computer processing & data preparation
Effective 11/15/96, you have purchased a Non-Qualified Stock Option to buy ______ shares of Cognizant Corporation (the Company) stock at an option price of $33.3750 per share. You have agreed to pay 10% of the option price, or $3.3375 per share, as a purchase price for this option on December 31, 1996. The remainder of the option price, $30.0375 per share, will be payable if and when you exercise the option.
