Common use of ACNielsen Employees Clause in Contracts

ACNielsen Employees. As of the Effective Time, (i) each unexercised D&B Stock Option held by ACNielsen Employees shall be cancelled and (ii) such individuals shall receive replacement stock options awarded under the ACNielsen Replacement Plan, which shall be adopted by ACNielsen prior to the Effective Time. The exercise price of each replacement stock option shall be determined by multiplying the exercise price of the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of ACNielsen Common Shares for the five consecutive trading days starting on the first date on which ACNielsen Common Shares are traded regular way, and the denominator of which is the average of the Daily Average Trading Prices of D&B Common Stock for the five consecutive trading days immediately preceding the first date on which D&B Common Stock is traded ex-dividend. The number of shares of ACNielsen Common Shares covered by each replacement stock option shall be determined by multiplying the number of shares of D&B Common Stock covered by the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B Common Stock for the five consecutive trading days immediately preceding the first date on which D&B Common Stock is traded ex-dividend, and the denominator of which is the average of the Daily Average Trading Prices of ACNielsen Common Shares for the five consecutive trading days starting on the first date on which ACNielsen Common Shares are traded regular way and (ii) rounding down the result to a whole number of shares. Except as otherwise provided in the ACNielsen Replacement Plan, all other terms of the replacement stock options shall remain substantially identical to the terms of the cancelled D&B Stock Options.

ACNielsen Employees. As of the Effective Time, (i) each unexercised D&B Stock Option held by ACNielsen Employees shall be cancelled and (ii) such individuals shall receive 27 replacement stock options awarded under the ACNielsen Replacement Plan, which shall be adopted by ACNielsen prior to the Effective Time. The exercise price of each replacement stock option shall be determined by multiplying the exercise price of the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of ACNielsen Common Shares for the five consecutive trading days starting on the first date on which ACNielsen Common Shares are traded regular way, and the denominator of which is the average of the Daily Average Trading Prices of D&B Common Stock for the five consecutive trading days immediately preceding the first date on which D&B Common Stock is traded ex-dividend. The number of shares of ACNielsen Common Shares covered by each replacement stock option shall be determined by multiplying the number of shares of D&B Common Stock covered by the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B Common Stock for the five consecutive trading days immediately preceding the first date on which D&B Common Stock is traded ex-dividend, and the denominator of which is the average of the Daily Average Trading Prices of ACNielsen Common Shares for the five consecutive trading days starting on the first date on which ACNielsen Common Shares are traded regular way and (ii) rounding down the result to a whole number of shares. Except as otherwise provided in the ACNielsen Replacement Plan, all other terms of the replacement stock options shall remain substantially identical to the terms of the cancelled D&B Stock Options.