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EXHIBIT 10(p)
TIER I
CHANGE-IN-CONTROL AGREEMENT
FOR CERTAIN EXECUTIVES
OF ACNIELSEN CORPORATION
November 1, 1996
PERSONAL AND CONFIDENTIAL
[NAME]
[ADDRESS]
Dear [NAME]:
ACNielsen Corporation (the "Company") considers it essential to the best
interests of its stockholders to xxxxxx the continued employment of key
management personnel. In this connection, the Board of Directors of the Company
(the "Board") recognizes that the possibility of a change in ownership or
control of the Company may result in the departure or distraction of such
personnel to the detriment of the Company and its stockholders. As you are a
skilled and dedicated executive with important management responsibilities and
talents, the Company believes that its best interests will be served if you are
encouraged to remain with the Company.
The Company has determined that your ability to perform your
responsibilities and utilize your talents for the benefit of the Company, and
the Company's ability to retain you as an employee, will be significantly
enhanced if you are provided with fair and reasonable protection from the risks
of a change in ownership or control of the Company. Accordingly, in order to
induce you to remain in the employ of the Company, you and the Company agree as
follows:
1. Term of Agreement.
(a) Generally. Except as provided in Section 1(b) hereof, (i) this
Agreement shall be effective as of the date on which the shares of common stock
of the Company that are owned by The Dun & Bradstreet Corporation ("D&B") are
distributed to the holders of record of shares of D&B, and shall continue in
effect through December 31, 1999, and (ii) commencing on January 1, 2000, and
each January 1 thereafter, this Agreement shall be automatically extended for
one additional year unless, not later than September 30th of the preceding year,
either party to this Agreement gives notice to the other that the Agreement
shall not be extended; provided, however, that no such notice by the Company
shall be effective if a Change in Control or Potential Change in Control (both
as defined herein) shall have occurred prior to the date of such notice.
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(b) Upon a Change in Control. If a Change in Control shall have
occurred at any time during the period in which this Agreement is effective,
this Agreement shall continue in effect for (i) the remainder of the month in
which the Change in Control occurred and (ii) a term of 15 months beyond the
month in which such Change in Control occurred (such entire period hereinafter
referred to as the "Protected Period").
2. Change in Control; Potential Change in Control.
(a) A "Change in Control" shall be deemed to have occurred if:
(i) any "Person," as such term is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), becomes the "Beneficial
Owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then-outstanding securities;
(ii) during any period of twenty-four months (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director (other than
(A) a director nominated by a Person who has entered into an agreement with the
Company to effect a transaction described in Sections 2(a)(i), (iii) or (iv)
hereof, (B) a director nominated by any Person (including the Company) who
publicly announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control or (C) a director nominated by
any Person who is the Beneficial Owner, directly or indirectly, of securities of
the Company representing 10% or more of the combined voting power of the
Company's securities) whose election by the Board or nomination for election by
the Company's stockholders was approved in advance by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;
(iii) the stockholders of the Company approve any transaction or
series of transactions under which the Company is merged or consolidated with
any other company, other than a merger or consolidation (A) which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity)
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more than 66 2/3% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation and (B) after which no Person holds 20% or more of the combined
voting power of the then-outstanding securities of the Company or such surviving
entity; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
(b) A "Potential Change in Control" shall be deemed to have
occurred if:
(i) the Company enters in an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(ii) any Person (including the Company) publicly announces an
intention to take or to consider taking actions which if consummated would
constitute a Change in Control; or
(iii) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a Potential Change in Control has occurred.
(c) Employee Covenants. You agree that, subject to the terms and
conditions of this Agreement, in the event of a Potential Change in Control, you
will remain in the employ of the Company until the earliest of (i) a date which
is 180 days from the occurrence of such Potential Change in Control, (ii) the
termination of your employment by reason of Disability (as defined herein) or
(iii) the date on which you first become entitled under this Agreement to
receive the benefits provided in Section 3(b) hereof.
3. Termination.
(a) Termination by the Company for Cause, by You Without Good Reason,
or by Reason of Death or Disability. If during the Protected Period your
employment by the Company is terminated by the Company for Cause, by you without
Good Reason or because of your death or Disability, the Company shall be
relieved of its obligation to make any payments to you other than (i) its
payment of amounts otherwise accrued and owing but not yet paid and (ii) any
amounts payable under then-existing employee benefit programs at the time such
amounts are due.
(b) Termination by the Company Without Cause or by You for Good Reason.
If during the Protected Period your employment by the Company is terminated by
the Company without Cause or by you for Good Reason, you shall be entitled to
the compensation and benefits described in this Section 3(b). If your employment
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by the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the Protected Period shall commence upon the subsequent
occurrence of a Change in Control, your actual termination shall be deemed a
termination occurring during the Protected Period and covered by this Section
3(b), your Date of Termination shall be deemed to have occurred immediately
following the Change in Control, and Notice of Termination shall be deemed to
have been given by the Company immediately prior to your actual termination.
Your continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstances constituting Good Reason hereunder. The
compensation and benefits provided under this Section 3(b) are as follows:
(i) The Company shall pay you your full base salary through the
Date of Termination at the rate in effect at the time Notice of Termination is
given, no later than the fifth day following the Date of Termination, and you
shall receive all other amounts to which you are entitled under any compensation
or benefit plan of the Company, at the time such payments are due.
(ii) At the time specified in Section 3(d) hereof, the Company
shall pay you, in lieu of any further salary, bonus or severance payments for
periods subsequent to the Date of Termination, a lump sum amount in cash equal
to three times the sum of:
(A) the greater of (I) your annual base salary in effect immediately prior
to the Change in Control of the Company or (II) your annual base salary in
effect at the time Notice of Termination is given; and
(B) the greater of (I) your annual target bonus for the year in which the
Change in Control occurs or, if no such target bonus has yet been
determined for such year, your annual target bonus for the immediately
preceding year or (II) the annual bonus actually earned by you in the year
immediately preceding the year in which the Change in Control occurs.
(iii) You shall be deemed fully vested under any nonqualified
pension plan of a type described in Section 201(2) of the Employee Retirement
Income Security Act of 1974, as amended, in which you participate at the time of
the Change in Control (except for any such plan established for the sole purpose
of restoring qualified pension benefits that were reduced due to limitations
imposed by Sections 415 and 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the "Code")), and such nonqualified pension plan shall be referred to
as a "Covered Top-Hat Plan" for purposes of this Section 3(b)(iii). The benefit
to which you shall be entitled under any Covered Top-Hat Plan (the "Covered
Top-Hat Plan Benefit") shall be determined using:
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(A) the maximum credited service allowed to be taken into account under
the Covered Top-Hat Plan's benefit formula; and
(B) your salary and bonus taken into account under Section 3(b)(ii) hereof
as your final average compensation.
Your Covered Top-Hat Plan Benefit shall be payable upon the later of (A) the
date on which you turn 55 or (B) the date on which you terminate employment from
the Company. For purposes of calculating your Covered Top-Hat Plan Benefit, you
shall be deemed to have retired from the Company at normal retirement age as if
the Company had consented to such retirement. Exhibit A to this Agreement sets
forth an example of how the compensation and benefits provided under this
Section 3(b)(iii) shall be determined.
(iv) At the time specified in Section 3(d) hereof, the Company
shall pay to you, in lieu of amounts which may otherwise be payable to you under
any bonus plan (a "Bonus Plan"), an amount in cash equal to (A) your annual
target bonus for the year in which the Change in Control occurs, multiplied by a
fraction, (I) the numerator of which equals the number of full or partial days
in such annual performance period during which you were employed by the Company
and (II) the denominator of which is 365, and (B) the entire target bonus
opportunity with respect to each performance period in progress under all other
Bonus Plans in effect at the time of termination. Notwithstanding the foregoing,
this Section 3(b)(iv) shall not apply with respect to any amounts which may
otherwise be payable to you under the Company's Senior Executive Incentive Plan
or any other Bonus Plan of the Company that applies primarily to "covered
employees" within the meaning of Section 162(m) of the Code.
(v) The Company shall provide you with a cash allowance, at the
time specified in Section 3(d) hereof, for outplacement and job search
activities (including, but not limited to, office and secretarial expenses) in
the amount of 20% of your annual base salary and annual target bonus taken into
account under Section 3(b)(ii) hereof, provided that (A) such cash allowance
shall not exceed $100,000 and (B) such cash allowance shall apply only to those
costs or obligations that are incurred by you during the 36-month period
following your termination of employment.
(vi) For a 36-month period following your termination of
employment, the Company shall arrange to provide you with life and health
insurance benefits no less favorable than those which you were receiving
immediately prior to the Notice of Termination. Notwithstanding the foregoing,
any benefit described in the preceding sentence shall constitute secondary
coverage with respect to any life and health insurance
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benefits actually received by you in connection with any subsequent employment
(or self-employment) during the 36-month period following your termination.
(vii) Starting at age 55, you shall receive retiree medical and
life benefits from the Company. Such benefits shall be no less favorable than
the benefits that you would have received had you, at the time Notice of
Termination is given, both (A) attained age 55 and (B) retired from the Company.
Notwithstanding the foregoing, any benefit described in the preceding sentence
shall constitute secondary coverage with respect to retiree medical and life
benefits actually received by you in connection with any subsequent employment
(or self-employment) following your termination.
(c) Excise Tax. In the event you become entitled to any amounts payable
in connection with a change in control (whether or not such amounts are payable
pursuant to this Agreement) (the "Severance Payments"), if any of such Severance
Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of
the Code (or any similar federal, state or local tax that may hereafter be
imposed), the Company shall pay to you at the time specified in Section 3(d)
hereof an additional amount (the "Gross-Up Payment") such that the net amount
retained by you, after deduction of any Excise Tax on the Total Payments (as
hereinafter defined) and any federal, state and local income tax and Excise Tax
upon the payment provided for by this Section 3(c), shall be equal to the Total
Payments. For purposes of determining whether any of the Severance Payments will
be subject to the Excise Tax and the amount of such Excise Tax: (i) any other
payments or benefits received or to be received by you in connection with a
Change in Control or your termination of employment (whether pursuant to the
terms of this Agreement or any other plan, arrangement or agreement with the
Company, any Person whose actions result in a Change in Control or any Person
affiliated with the Company or such Person) (which, together with the Severance
Payments, constitute the "Total Payments") shall be treated as "parachute
payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess
parachute payments" within the meaning of Section 280G(b)(1) of the Code shall
be treated as subject to the Excise Tax, unless in the opinion of
nationally-recognized tax counsel selected by you such other payments or
benefits (in whole or in part) do not constitute parachute payments, or such
excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the base amount within the meaning of
Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax;
(ii) the amount of the Total Payments which shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the Total
Payments and (B) the amount of excess parachute payments within the meaning of
Section 280G(b)(1) of the Code (after applying Section 3(c)(i) hereof); and
(iii) the value of any non-cash benefits or any deferred
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payments or benefit shall be determined by a nationally-recognized accounting
firm selected by you in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code. For purposes of determining the amount of the Gross-Up
Payment, you shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rate of taxation in the state and locality of your residence on the Date of
Termination, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes. In the event that the
Excise Tax is subsequently determined to be less than the amount taken into
account hereunder at the time of termination of your employment, you shall repay
to the Company within ten days after the time that the amount of such reduction
in Excise Tax is finally determined the portion of the Gross-Up Payment
attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax
imposed on the Gross-Up Payment being repaid by you if such repayment results in
a reduction in Excise Tax and/or federal and state and local income tax
deduction) plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the
termination of your employment (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-Up Payment),
the Company shall make an additional gross-up payment in respect of such excess)
within ten days after the time that the amount of such excess is finally
determined.
(d) Time of Payment. The payments provided for in Sections 3(b)(ii),
3(b)(iv) and 3(c) hereof shall be made not later than the fifth day following
the Date of Termination; provided, however, that if the amount of such payments
cannot be finally determined on or before such day, the Company shall pay to you
on such day an estimate, as determined in good faith by the Company, of the
minimum amount of such payments and shall pay the remainder of such payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth day after the Date of Termination. In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company to you, payable on the
fifth day after the demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code). The payments provided for in
Section 3(b)(v) hereof shall be made not later than the fifth day following the
submission of each receipt to the Company evidencing costs or obligations
incurred by you in connection with outplacement counseling and job search
activities.
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(e) Notice. During the Protected Period, any purported termination of
your employment by the Company or by you shall be communicated by written Notice
of Termination to the other party hereto.
(f) Certain Definitions. Except as otherwise indicated in this
Agreement, all definitions in this Section 3(f) shall be applicable during
the Protected Period only.
(i) Disability. "Disability" shall mean your absence from the
full-time performance of your duties with the Company for six consecutive months
as a result of your incapacity due to physical or mental illness or disability,
and within 30 days after written Notice of Termination is thereafter given you
shall not have returned to the full-time performance of your duties.
(ii) Cause. "Cause" shall mean termination on account of (A) the
willful and continued failure by you to substantially perform your duties with
the Company (other than any such failure resulting from your incapacity due to
physical or mental illness or disability or any failure after the issuance of a
Notice of Termination by you for Good Reason) after a written demand for
substantial performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that you have not
substantially performed your duties or (B) the willful engaging by you in
conduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise. No act, or failure to act, on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company. Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
you a copy of the resolution duly adopted by the affirmative vote of not less
than three-quarters (3/4) of the entire membership of the Board at a meeting of
the Board (after reasonable notice to you and an opportunity for you, together
with your counsel, to be heard before the Board) finding that, in the good faith
opinion of the Board, you were guilty of conduct set forth above in this Section
3(f)(ii) and specifying the particulars thereof in detail.
(iii) Good Reason. "Good Reason" shall mean, without your express
written consent, the occurrence upon or after a Change in Control of any of the
following circumstances unless, in the case of Sections 3(f)(iii)(A), (E), (F)
or (G) hereof, such circumstances are fully corrected prior to the Date of
Termination specified in the Notice of Termination given in respect thereof:
(A) the assignment to you of any duties inconsistent with the position in
the Company that you held immediately prior to the Change in Control, or
an adverse alteration in
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the nature or status of your responsibilities or the conditions of your
employment from those in effect immediately prior to such Change in
Control;
(B) a reduction by the Company in your annual base salary, any target
bonus or perquisites as in effect immediately prior to the Change in
Control or as the same may be increased from time to time except for
across-the-board perquisite reductions similarly affecting all senior
executives of the Company and all senior executives of any Person in
control of the Company;
(C) the relocation of the principal place of your employment to a
location outside of (I) New York City, (II) Westchester County, New York,
or (III) Fairfield County, Connecticut; except for required travel on the
Company's business to an extent substantially consistent with your
business travel obligations prior to the Change in Control;
(D) the failure by the Company to pay to you any portion of your
compensation or to pay to you any portion of an installment of deferred
compensation under any deferred compensation program of the Company within
seven days of the date such compensation is due;
(E) the failure by the Company to continue in effect any material
compensation or benefit plan in which you participated immediately prior
to the Change in Control, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan) has been made with respect to such
plan, or the failure by the Company to continue your participation therein
(or in such substitute or alternative plan) on a basis not materially less
favorable, both in terms of the amount of benefits provided and the level
of your participation relative to other participants, as existed at the
time of the Change in Control;
(F) the failure of the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform this Agreement, as
contemplated in Section 6 hereof;
(G) any purported termination of your employment that is not effected
pursuant to a Notice of Termination satisfying the requirements of Section
3(f)(iv) hereof (and, if applicable, the requirements of Section 3(f)(ii)
hereof), which purported termination shall not be effective for purposes
of this Agreement; or
(H) the lapse of twelve months following the last day of the month in
which the Change in Control occurs.
(iv) Notice of Termination. "Notice of Termination" shall mean
notice indicating the specific
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termination provision in this Agreement relied upon and setting forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision so indicated.
(v) Date of Termination. "Date of Termination" shall mean (A) if
your employment is terminated for Disability, 30 days after Notice of
Termination is given (provided that you shall not have returned to the full-time
performance of your duties during such 30-day period) or (B) if your employment
is terminated for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination for Cause, shall not be less
than 30 days from the date such Notice of Termination is given and, in the case
of a termination for Good Reason, shall not be less than 15 nor more than 60
days from the date such Notice of Termination is given).
4. Mitigation. Except as provided in Sections 3(b)(vi) and (vii) hereof, you
shall not be required to mitigate the amount of payment provided for under this
Agreement by seeking other employment or otherwise, nor shall the amount of
payment or benefit provided for under this Agreement be reduced by any
compensation earned by you as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to be owed by you to
the Company, or otherwise.
5. Costs of Proceedings. The Company shall pay all costs and expenses,
including all attorneys' fees and disbursements, of the Company and, at least
monthly, you in connection with any legal proceedings, whether or not instituted
by the Company or you, relating to the interpretation or enforcement of any
provision of this Agreement; provided that if you instituted the proceeding and
a finding (no longer subject to appeal) is entered that you instituted the
proceeding in bad faith, you shall pay all of your costs and expenses, including
attorneys' fees and disbursements. The Company shall pay prejudgment interest on
any money judgment obtained by you as a result of such proceeding, calculated at
the prime rate of The Chase Manhattan Bank as in effect from time to time from
the date that payment should have been made to you under this Agreement.
6. Successors; Binding Agreement.
(a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
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(b) This Agreement shall inure to the benefit of and be enforceable by
you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. In the event of your
death, all amounts otherwise payable to you hereunder shall, unless otherwise
provided herein, be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there is no such designee, to your
estate.
7. Notice. Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
(a) personally delivered or (b) mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth on the first page of this Agreement; provided that all
notice to the Company shall be directed to the attention of the Board with a
copy to the General Counsel of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
8. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such officer as may be designated by the Board. No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the time or at any prior or subsequent time. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Company under this
Agreement shall survive the expiration of this Agreement to the extent necessary
to give effect to this Agreement.
9. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
10. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
11. Entire Agreement. This Agreement sets forth the entire agreement of the
parties hereto in respect of the subject matter contained herein and during the
term of this Agreement supersedes
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the provisions of all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto with respect to the
subject matter contained herein. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement.
Notwithstanding anything to the contrary in this Agreement, the procedural
provisions of this Agreement shall apply to all benefits payable as a result of
a Change in Control (or other change in control) under any employee benefit
plan, agreement, program, policy or arrangement of the Company.
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.
Sincerely,
ACNIELSEN CORPORATION
BY: _________________________
Xxxx X. Xxxxxxx
Executive Vice President
and General Counsel
Agreed to this _______ day
of ____________, 1996.
________________________
[NAME]
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EXHIBIT A
Covered Top Hat Plan
Sample Illustration
Name of Participant Sample Employee
Social Security Number 000-00-0000
Date of Birth 01/01/48
Date of Hire 01/01/91
Current Age 50
Calculation as of: 01/01/98 01/01/98
No Change Change in
in Control Control
---------- -------
1) Final Average
Earnings * 250,000 300,000
2) Credited Service
(for Covered Top
Hat Plan) 7 15
3) Benefit Percentage
(5% x (2) up to 10
years of service
plus 2% x (2) from
10 to 15 years of
service) 35% 60%
4) Total Gross Benefit
((1) x (3)) 87,500 180,000
5) Retirement Plan
Offset ** 9,400 9,400
6) Social Security
Benefit Offset 6,700 6,700
7) Accrued Covered
Top Hat Plan Benefit
((4) - (5) - (6)) 71,400 163,900
8) Early Retirement
Reduction Factor *** 50% 100%
9) Vested Percentage
**** 100% 100%
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10) Vested Covered Top
Hat Plan Benefit
((7) * (8) * (9))
***** 35,700 163,900
------------------------------
* The calculations based on "No Change in Control" reflect the terms
of the proposed covered top hat plan including five-year final
average earnings; "Change in Control" calculations are based on
earnings as determined under Section 3(b)(ii) of the agreement.
** The retirement plan offset is based on the terms of D&B's current
Master Retirement Plan. It is equal to the vested benefit payable
from that plan. For participants with less than 5 years of service,
the vested benefit is 0.
*** If a participant terminates prior to retirement eligibility (age 55
and 10 years of service) and without the Corporate consent, benefits
are reduced 10% for each year that commencement precedes age 60.
**** "No Change in Control" calculations reflect full vesting after 5
years; "Change in Control" calculations reflect automatic 100%
vesting regardless of service.
***** Annual benefit payable for life starting at age 55, or immediately
if over age 55.
9/30/96
