MANAGEMENT STOCKHOLDER’S AGREEMENT (Susan D. Whiting)Management Stockholder’s Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of February 2, 2007 (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”), and the undersigned person (the “Management Stockholder”) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.
SEVERANCE AGREEMENT [NAME]Severance Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
The Company desires to induce Executive to remain in employment by providing the Executive protection in the event of a termination of the Executive’s employment in certain circumstances, and Executive desires to continue to be employed by the Company and to accept such protection.
SALE PARTICIPATION AGREEMENT February 2, 2007Sale Participation Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the direct parent of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (together with any of its affiliates, to the extent p
STOCK OPTION AGREEMENTStock Option Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
THIS AGREEMENT, dated as of February 2, 2007 (the “Grant Date”) is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
THIS AGREEMENT (the “Agreement”) is made, effective as of the date of January 15, 2007 (the “Grant Date”), between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”) and Susan Whiting, an employee of the Company or a Subsidiary (the “Participant”).
CZT/ACN TRADEMARKS, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 28, 1996Limited Liability Company Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • Delaware
LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 28, 1996, between COGNIZANT CORPORATION, a Delaware corporation (“Cognizant”) and ACNIELSEN CORPORATION, a Delaware corporation (“ACNielsen”).
Greg L. Anderson Chief Human Resources OfficerTermination Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
This letter agreement sets forth the mutual agreement that has been reached between you and The Nielsen Company B.V. and The Nielsen Company (US), Inc. regarding your termination of employment from these companies and the payments with relation to your termination that will be determined as set forth in your Termination Protection Agreement dated May 23, 2006, by and between the Company (then known as VNU N.V.), as amended by letter dated May 24, 2006 (TPA). All capitalized terms not otherwise defined herein shall have the meaning set forth in the TPA. The Company acknowledges your right to benefits under the TPA, and this letter is intended to confirm our understanding and agreement with respect to your separation from service with The Nielsen Company B.V. and The Nielsen Company (US), Inc. and their subsidiaries (collectively, the “Company”) as follows:
March 5, 2007Termination Protection Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services
You have been advised by The Nielsen Company B.V. that your position will be eliminated as a result of the recent Change in Control of the Company as defined in that certain Termination Protection Agreement dated November 1, 2005 by and between the Company and you (the “TPA”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the TPA. The Company acknowledges your right to benefits under the TPA, and this letter is intended to confirm our understanding and agreement with respect to your separation from service with The Nielsen Company B.V. and its subsidiaries (collectively, the “Company”) as follows:
Form of TERMINATION PROTECTION AGREEMENT (Tier I Executives)Termination Protection Agreement • June 21st, 2007 • CZT/ACN Trademarks, L.L.C. • Services-management consulting services • New York
The Company desires to induce Executive to remain in employment by providing Executive protection in the event of a change in ownership or control of the Company; and
