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 XXXXXXX MEDIA RESEARCH,
INC., a Delaware corporation (the "Company").
WHEREAS, the parties hereto have entered into an Agreement and Plan of
Merger dated as of August 15, 1999 (the "Merger Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Terms not specifically defined herein shall have the meanings set
forth in the Merger Agreement. 2. The last sentence of Section 3.2(f) of
the Merger Agreement is hereby amended by inserting after the phrase "for
any reason other" the following phrase:
than Retirement (as defined in the Key Employee's Stock
Incentive Plan) (in which case such payment shall continue to
be made in accordance with Section 3.2(b)(iii) or 3.2(d)) and
other than
3. Section 3.2 of the Disclosure Letter is hereby amended by inserting
at the end thereof the following sentence:
With respect to each Unvested Stock Option identified in the
Schedule attached hereto and entitled "Y2K Stock Option
Grants," such payment shall be made on the original vesting
date of such stock option.
4. The Disclosure Letter is hereby amended by attaching thereto the
Schedule attached hereto and entitled "Y2K Stock Option Grants."
5. This Amendment may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused this
Amendment to be executed as of the date first written above by their respective
officers thereunto duly authorized.
VNU USA, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Operating Officer
NINER ACQUISITION, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXXXX MEDIA RESEARCH, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Secretary
