STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT ("Agreement"), dated as of October 25, 2001, is
entered into by and between NetRatings, Inc. a Delaware corporation
("NetRatings"), and VNU N.V., a Netherlands corporation ("VNU").
1. VNU agrees that, for the period (the "Standstill Period") beginning
on the date of this Agreement and ending on the earlier of (i) January 25, 2003
or (ii) the termination of that certain Agreement and Plan of Reorganization,
dated as of October 25, 2001, between NetRatings, Estancia Acquisition
Corporation, ACNielsen xXxxxxxx.xxx, and ACNielsen Corporation, as amended from
time to time (the "Merger Agreement"), neither VNU nor any of its affiliates, as
defined in Rule 405 under the Securities Act of 1933, as amended ("Affiliates"),
other than individuals will, without the prior written consent of NetRatings
upon approval of its board of directors, including a majority of the directors
not affiliated with VNU or any of its Affiliates, other than NetRatings (the
"Nonaffiliated Directors"):
(a) acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase, tender or exchange offer, merger, business combination,
or otherwise, any voting securities or direct or indirect rights to acquire any
voting securities of NetRatings (collectively, "Securities"); provided, however,
that VNU shall have the right to purchase or otherwise acquire Securities of
NetRatings as long as, after giving effect to such purchase or other
acquisition, VNU and its Affiliates (excluding individuals) would not own more
than that percentage of the outstanding common stock of NetRatings, determined
on a fully-diluted basis (the "Maximum Percentage"), which is equal to the
percentage of such outstanding common stock, determined on a fully-diluted
basis, owned by VNU and its Affiliates (excluding individuals) at the beginning
of the Standstill Period;
(b) make any public announcement with respect to, or submit an
unsolicited proposal for or offer of (with or without condition), any
transaction prohibited by Section 1(a); or
(c) form, join or in any way participate in a "group," as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that
would result in any of the foregoing prohibited transactions, other than through
its control of its subsidiaries and other entities that VNU controls.
Notwithstanding anything to the contrary contained herein, VNU and its
Affiliates may engage in and consummate the transactions contemplated by the
Merger Agreement. Further, in no event shall it constitute a breach or violation
by VNU or any of its Affiliates of the covenants contained in paragraphs (a)
through (c) of this Section 1 if VNU and its Affiliates acquire, directly or
indirectly, shares of NetRatings common stock in excess of the Maximum
Percentage if such acquisition results by virtue of actions or inactions on the
part of NetRatings, including the repurchase, redemption or other acquisition by
NetRatings of any of its Securities.
2. NetRatings shall be entitled to seek equitable relief by way of
injunction if VNU or any of its representatives materially breaches or threatens
to materially breach any of the provisions of this Agreement.
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3. This Agreement contains the entire agreement between the parties
concerning the subject matter hereof, and no modifications of this Agreement or
waiver of the terms and conditions hereof shall be binding upon the parties,
unless approved in writing by each of the parties. In addition, no such
modification or waiver by NetRatings shall be binding on it unless approved by
its board of directors, including a majority of the Nonaffiliated Directors.
4. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware as applied to transactions entered into and to
be performed wholly within Delaware between Delaware residents.
5. If any provision of this Agreement is held to be unenforceable for
any reason, it shall be modified rather than voided, if possible, in order to
achieve the intent of the parties to the extent possible. In any event, all
other provisions of this Agreement shall be deemed valid and enforceable to the
extent possible.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the dates set forth below.
Date: October 25, 2001 NetRatings, Inc.
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By: /s/ Xxxxx X. Xxxx
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Title: Chief Executive Officer, President and
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Director
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Date: October 25, 2001 VNU N.V.
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By: /s/ Xxxxxxx Xxxxxxx
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Title: Executive Director
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Signature Page to the Standstill Agreement
