dated as ofCredit Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
1 Exhibit 10(a) 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 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
The New D&B Corporation One Diamond Hill Road Murray Hill, New Jersey 07974Distribution Agreement • November 9th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among The Dun & Bradstreet Corporation, now known as R.H. Donnelley Corporation ("Historical D&B"), Cognizant Corporation, now known as Nielsen Media Research, Inc. ("Cognizant"), and ACNielsen Corporation ("ACNielsen"). The Dun & Bradstreet Corporation ("D&B") has announced its intention to separate into two separate companies through a distribution (the "2000 Distribution") to its stockholders of all of the shares of common stock of its subsidiary, the New D&B Corporation ("New D&B"). Intending to be legally bound hereby, from and after the effective time of the 2000 Distribution, New D&B undertakes to each of Cognizant and ACNielsen to be jointly and severally liable with D&B and Historical D&B for all D&B Liabilities under the 1996 Distribution Agreement.
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • December 20th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
RECITALSRights Agreement • December 18th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
TIER I CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF ACNIELSEN CORPORATIONChange-in-Control Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
1 Exhibit 10(q) NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLANNonqualified Stock Option Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
RESTRICTED STOCK AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLANRestricted Stock Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
andRights Agreement • October 7th, 1996 • Acnielsen Corp • Delaware
2 TABLE OF CONTENTSMaster Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
ARTICLE I SERVICES PROVIDEDTransition Services Agreement • October 7th, 1996 • Acnielsen Corp • New York
1 Exhibit 10(f) 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...Indemnification & Liability • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
1 Exhibit 10(b) 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...Tax Allocation Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
ARTICLE I DEFINITIONSEmployee Benefits Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
FIRST AMENDMENT (the "Amendment") dated as of July 1, 1997 to the Credit Agreement dated as of December 19, 1996 (the "Credit Agreement"), among ACNIELSEN CORPORATION (the "Company"), the financial institutions party thereto (the "Lenders"), THE CHASE...Credit Agreement • November 13th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
andRights Agreement • October 18th, 1996 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
andRights Agreement • October 18th, 1996 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
December 22, 2000 Dear Stockholder: I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of December 17, 2000 (the "Merger Agreement"), with VNU N.V. ("Parent") and Artist Acquisition, Inc., a wholly...Merger Agreement • December 22nd, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management
EXHIBIT 10(t) NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the...Nonqualified Stock Option Agreement • March 25th, 1999 • Acnielsen Corp • Services-engineering, accounting, research, management
This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the "Award") made as of ______________, under the 1996 ACNielsen Corporation Non-Employee Directors' Stock Incentive Plan (the "Plan") to
1 EXHIBIT 10.5 FORM OF SHARED TRANSACTION SERVICES AGREEMENTShared Transaction Services Agreement • October 7th, 1996 • Acnielsen Corp
December 17, 2000 Mr. Robert J. Chrenc c/o ACNielsen Corporation 177 Broad Street Stamford, CT 06901 Dear Robert: As you are aware, VNU N.V. (the "Parent"), Artist Acquisition, Inc. (the "Purchaser") and ACNielsen Corporation (the "Company") are...Merger Agreement • December 22nd, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
FORM OFIntellectual Property Agreement • October 7th, 1996 • Acnielsen Corp • New York
ACNIELSEN CORPORATION U.S. $250,000,000 Credit Agreement dated as of April 15, 1998 The Chase Manhattan Bank, as Administrative Agent Chase Securities Inc., as Arranger TABLE OF CONTENTSCredit Agreement • August 13th, 1998 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
LIMITED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLANLimited Stock Appreciation Rights Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLANNonqualified Stock Option Agreement • March 27th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management
This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the "Award") made as of December 15, 1999, by the Compensation Committee (the "Committee") of the Board of Directors of ACNielsen Corporation (the "Company") under the 1996 ACNielsen Corporation Key Employees' Stock Incentive Plan (the "Plan") to
FORM OF INDEMNITY AND JOINT DEFENSE AGREEMENTIndemnity and Joint Defense Agreement • October 7th, 1996 • Acnielsen Corp • New York
RECITALSIntellectual Property Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
July 16, 1999 R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 ACNielsen Corporation 177 Broad Street Stamford, CT 06901 Dear Sirs: Reference is made to (i) the Distribution Agreement (the "1996 Distribution Agreement"), dated as...Distribution Agreement • March 27th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management
