Exhibit 10(q)
NONQUALIFIED STOCK OPTION AGREEMENT
UNDER THE
1996 ACNIELSEN CORPORATION
KEY EMPLOYEES' STOCK INCENTIVE PLAN
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
_____________ (the "Participant")
of nonqualified stock options ("Options") to purchase the number of shares of
the Company's common stock, par value $0.01 per share, prior to the expiration
date(s) and at the option price(s) per share, all as set forth below.
The Options are not intended to be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). These
Options may be exercised in whole or in part, from time to time, on or after the
date(s) indicated below with respect to (i) those number of shares set forth
opposite such date(s), plus (ii) those number of shares as to which the Options
could have been exercised earlier but were not so exercised.
Price Vesting Number of Expiration
Per Share Date Shares Date
--------- ---------- ----------- ------------
$23.125 12/15/01 12/15/09
$23.125 12/15/02 12/15/09
$23.125 12/15/03 12/15/09
An additional tranche of Options (the "Performance Options") is granted hereby
as follows:
Price Vesting Number of Expiration
Per Share Date Shares Date
----------- --------- ----------- ------------
23.125 6/15/09 12/15/09
In the event that, at any time prior to June 15, 2009, the "Fair Market Value"
(as defined in the Plan) of the Company's common stock attains $32.75 (the
"Target Price") and such Fair Market Value maintains (or exceeds) such price for
five consecutive trading days (the "Required Period"), the Performance Options
will become exercisable as follows:
Number of Shares Performance Vesting Date
------------------ --------------------------
12/15/01
12/15/02
12/15/03
In the event the Target Price is attained for the Required Period at any time
following a Performance Vesting Date, the Performance Options which would have
vested on such Performance Vesting Date had the Target Price been attained for
the Required Period prior thereto will become immediately exercisable.
Notwithstanding anything to the contrary in this Award Agreement, upon the
acquisition of 80% or more of all outstanding shares of Company common stock
pursuant to any tender or exchange offer for shares of Company common stock
(other than one made by the Company), whether the Company does or does not
support the offer, then all unvested Options will become immediately
exercisable. A tender or exchange offer filed with the Securities and Exchange
Commission on Form 14D-1 (or successor form) will be treated conclusively as a
tender or exchange offer for purposes of this Agreement.
Notwithstanding anything to the contrary in this Award Agreement, upon the
occurrence of a "Change in Control" (as such term is defined in the
change-in-control agreement entered into by the Participant and the Company),
then all unvested Options will become immediately exercisable.
Notwithstanding anything to the contrary in this Award Agreement, upon the
termination of the Participant's employment from the Company without "Cause" (as
such term is defined in The ACNielsen Corporation Executive Transition Plan),
then all unvested Options will (i) become immediately exercisable, (ii) remain
exercisable for a two-year period and (iii) terminate thereafter.
The Options are issued in accordance with and are subject to the terms of the
Plan, which Plan is incorporated herein by reference, and are exercisable only
in accordance with the terms of this Award Agreement and the Plan. In accordance
with the terms of the Plan, except as waived by the Committee, these Options are
not transferable otherwise than by will or the laws of descent and distribution
and are exercisable during the lifetime of the Participant only by the
Participant.
IN WITNESS WHEREOF, ACNielsen Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.
ACNIELSEN CORPORATION
By______________________
Xxxxxxx X. Xxxxxxx
Vice Chairman
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of (i) a copy of the Plan and
its related prospectus and (ii) a copy of the 1998 Annual Report.
------------- ---------------------
Date Participant
