1 EXHIBIT 10.8 FORM OF TAM MASTER AGREEMENTMaster Agreement • October 7th, 1996 • Cognizant Corp • New York
CONFORMED COPY THREE YEAR CREDIT AGREEMENTCredit Agreement • November 13th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
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
JOINT FILING AGREEMENTJoint Filing Agreement • January 3rd, 2000 • Nielsen Media Research Inc • Services-computer processing & data preparation
The undersigned hereby agree that this statement on Schedule 13D dated December 31, 1999 with respect to the Common Stock of NetRatings, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d)-1(f) under the Securities Exchange Act of 1934, as amended.
Exhibit 1 NIELSEN MEDIA RESEARCH, INC. ___% NOTES DUE _______, 20___ UNDERWRITING AGREEMENTNielsen Media Research Inc • June 14th, 1999 • Services-computer processing & data preparation • New York
TONielsen Media Research Inc • June 14th, 1999 • Services-computer processing & data preparation • New York
andRights Agreement • October 18th, 1996 • Cognizant Corp • Services-computer processing & data preparation • Delaware
betweenDistribution Agreement • July 20th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT -----------------------------Transition Services Agreement • July 20th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
Rights Agreement Dated as of October 15, 1996Rights Agreement • October 18th, 1996 • Cognizant Corp • Services-computer processing & data preparation • Delaware
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 June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH") (collectively, the...Tax Allocation Agreement • August 13th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
GUARANTEEGuarantee • August 19th, 1999 • Nielsen Media Research Inc • Services-computer processing & data preparation
ARTICLE I DEFINITIONSEmployee Benefits Agreement • June 30th, 1998 • Cognizant Corp • Services-computer processing & data preparation • New York
August 20, 1999Nielsen Media Research Inc • August 20th, 1999 • Services-computer processing & data preparation
Exhibit 10.33 AMENDMENT AND RESTATEMENT dated as of June 14, 1999 (the "1999 Amendment and Restatement"), to the 364-Day Credit Agreement dated as of June 15, 1998 (the "Credit Agreement"), among NIELSEN MEDIA RESEARCH, INC., a Delaware corporation...And • June 14th, 1999 • Nielsen Media Research Inc • Services-computer processing & data preparation • New York
EXHIBIT 10.24 THIS SEVERANCE AGREEMENT AND RELEASE, made as of February 28, 1997 by and between DENNIS G. SISCO(hereinafter referred to as "Employee"), and COGNIZANT CORPORATION (hereinafter deemed to include its worldwide subsidiaries and affiliates...Severance Agreement and Release • November 14th, 1997 • Cognizant Corp • Services-computer processing & data preparation • Connecticut
August 15, 1999 Board of Directors Nielsen Media Research, Inc. 299 Park Avenue New York, NY 10171 Members of the Board: We understand that Nielsen Media Research, Inc. ("Target" or the "Company"), VNU USA, Inc. ("Buyer") and Niner Acquisition, Inc.,...Nielsen Media Research Inc • August 20th, 1999 • Services-computer processing & data preparation
June 30, 1998 PERSONAL AND CONFIDENTIAL "First Name" "Last Name" "Job Title" "Company" Dear "First Name": Nielsen Media Research, Inc. (the "Company") considers it essential to the best interests of its stockholders to foster the continued employment...Nielsen Media Research Inc • March 29th, 1999 • Services-computer processing & data preparation • New York
CLOSING AGREEMENT BETWEEN NETRATINGS, INC. AND NIELSEN MEDIA RESEARCH, INC.Exhibit 9 • January 3rd, 2000 • Nielsen Media Research Inc • Services-computer processing & data preparation
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 19th, 1999 • Nielsen Media Research Inc • Services-computer processing & data preparation • Delaware
CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF COGNIZANT CORPORATIONChange • March 28th, 1997 • Cognizant Corp • Services-computer processing & data preparation • New York
BETWEENData Services Agreement • October 7th, 1996 • Cognizant Corp • New York
Exhibit 99.3 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June __, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH")...Tax Allocation Agreement • June 30th, 1998 • Cognizant Corp • Services-computer processing & data preparation • New York
NIELSEN MEDIA RESEARCH, INC.Nielsen Media Research Inc • June 25th, 1999 • Services-computer processing & data preparation
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
IMS Health Incorporated 200 Nyala FarmsIms Health • August 13th, 1998 • Nielsen Media Research Inc • Services-computer processing & data preparation
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among Cognizant Corporation ("Cognizant"), The Dun & Bradstreet Corporation ("D&B") and ACNielsen Corporation ("ACNielsen"). Cognizant has announced its intention to separate into two separate companies through a distribution (the "IMS HEALTH Distribution") to its stockholders of all of the shares of common stock of its subsidiary IMS Health Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH Distribution unless it caused the distributed entity to undertake to both D&B and ACNielsen to be jointly and severally liable for all Cognizant Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(c) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the IMS HEALTH Distributio
EXHIBIT 2.2 AMENDMENT, dated as of October 8, 1999, among VNU USA, INC., a New York corporation ("Parent"), NINER ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), and NIELSEN MEDIA RESEARCH, INC., a...Nielsen Media Research Inc • March 30th, 2000 • 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 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
Exhibit 99.1 N _________ NIELSEN MEDIA ------------ RESEARCH For Immediate Release --------------------- Contact: Jack Loftus 212-708-7724 VNU INC. AND NIELSEN MEDIA RESEARCH SIGN MERGER AGREEMENT Nielsen Media Research Shareholders to Receive $37.75...Nielsen Media Research Inc • August 19th, 1999 • Services-computer processing & data preparation
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.
