ARTICLE I THE MERGERAgreement and Plan of Merger • December 20th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
RIGHTS AGREEMENTRights Agreement • October 6th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Delaware
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 25th, 1997 • Nfo Research Inc • Services-engineering, accounting, research, management • New York
AGREEMENTLease • March 30th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 4th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management
EXHIBIT 10.43 NFO WORLDWIDE, INC. NOTE PURCHASE AGREEMENT Dated as of March 15, 1999 $7,000,000 7.52% Senior Notes Due November 15, 2008 NFO WORLDWIDE, INC. 2 Pickwick Plaza Greenwich, CT 06830 7.52% Senior Notes Due November 15, 2008Note Purchase Agreement • March 31st, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
EXECUTION COPY STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of December 20, 1999 (the "Agreement"), between The Interpublic Group of Companies, Inc., a Delaware corporation ("Grantee") and NFO Worldwide, Inc., a Delaware corporation...Stock Option Agreement • December 20th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
amongCredit Agreement • March 24th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Connecticut
Exhibit 10.36 NFO WORLDWIDE, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of March 1, 1999, by and between NFO Worldwide, Inc., a Delaware corporation (the "Company"), and Joseph M. Migliara (the "Executive"). The Board of Directors of the...Employment Agreement • March 29th, 2000 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Connecticut
AMENDMENT NO. 2 Dated as of March 15, 1999 This AMENDMENT AND CONSENT (this "Amendment") made by and among NFO WORLDWIDE, INC., a Delaware corporation (the "Borrower"), FLEET NATIONAL BANK, a national banking association organized under the laws of...Nfo Worldwide Inc • May 14th, 1999 • Services-engineering, accounting, research, management • Connecticut
RECITALSRights Agreement • December 23rd, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Delaware
NFO WORLDWIDE, INC. Note Purchase Agreement Dated as of November 20, 1998 $17,000,000 9.84% Senior Subordinated Notes Due November 15, 2008 NFO WORLDWIDE, INC. 2 PICKWICK PLAZA GREENWICH, CT 06830 9.84% SENIOR SUBORDINATED NOTES DUE NOVEMBER 15, 2008Guaranty Agreement • December 4th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
AMENDMENT AGREEMENTAmendment Agreement • May 14th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
EXHIBIT 10.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTNfo Worldwide Inc • October 19th, 1999 • Services-engineering, accounting, research, management • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 1997 • Nfo Research Inc • Services-engineering, accounting, research, management • Delaware
NFO RESEARCH, INC. EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT is made as of December 12, 1996, by and between NFO Research, Inc., a Delaware corporation (the "Company"), and Charles B. Hamlin (the "Executive"). The Board of Directors of...Employment Agreement • March 31st, 1997 • Nfo Research Inc • Services-engineering, accounting, research, management • Connecticut
AMENDMENT NO. 1 Dated as of November 20, 1998 This AMENDMENT AND CONSENT (this "Amendment") made by and among NFO WORLDWIDE, INC., a Delaware corporation (the "Borrower"), FLEET NATIONAL BANK, a national banking association organized under the laws of...Nfo Worldwide Inc • December 4th, 1998 • Services-engineering, accounting, research, management • Connecticut
NFO WORLDWIDE, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of December 1, 1997, by and between NFO Worldwide, Inc., a Delaware corporation (the "Company"), and Joseph M. Migliara (the "Executive"). The Board of Directors of the Company (the...Employment Agreement • March 30th, 1998 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Connecticut
FIRST AMENDMENT Dated as of March 15, 1999 toNote Purchase • May 14th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
AMENDMENT NO. 1 TO NFO WORLDWIDE, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of November 9, 1999 by and between NFO Worldwide, Inc., a Delaware corporation (the "Company"), and William E. Lipner (the "Executive"). Whereas, the Executive...Employment Agreement • November 15th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Connecticut
CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 9th day of November, 1999 by and between NFO Worldwide, Inc., a Delaware corporation (the "Company"), and Patrick G. Healy ("Executive"). W I T N E S S E T H WHEREAS, the...Change in Control Severance Agreement • November 15th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • Connecticut
RECITALS:Note Purchase Agreements • May 14th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
Exhibit 10.37 CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 8th day of December, 1999 by and between Infratest Burke Aktiengesellschaft Holding ("Infratest Burke"), a wholly-owned subsidiary of the NFO Worldwide, Inc.,...Change in Control Severance Agreement • March 29th, 2000 • Nfo Worldwide Inc • Services-engineering, accounting, research, management
EXHIBIT 10.44 NFO Worldwide, Inc. Note Purchase Agreement ------------------------------- Dated as of March 15, 1999 $8,000,000 9.84% Senior Subordinated Notes Due November 15, 2008 NFO Worldwide, Inc. 2 Pickwick Plaza Greenwich, CT 06830 9.84% Senior...Note Purchase Agreement • March 31st, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
CONVENIENCE TRANSLATION CONTRACT OF EMPLOYMENTNfo Worldwide Inc • May 14th, 1999 • Services-engineering, accounting, research, management
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND TO THE STOCK OPTION AGREEMENT ---------------------------------Stock Option Agreement • April 4th, 2000 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
FORM OF] MINORITY SHAREHOLDER SHARE PURCHASE AGREEMENTShareholder Share Purchase Agreement • July 25th, 1997 • Nfo Research Inc • Services-engineering, accounting, research, management • New York
EXHIBIT 10.3 MASTER INVESTORS RIGHTS AGREEMENTMaster Investors Rights Agreement • October 19th, 1999 • Nfo Worldwide Inc • Services-engineering, accounting, research, management • New York
