MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 31st, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 200_ (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”), and the undersigned person (the “Management Stockholder”) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.
SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 31st, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), and you (the “Management Stockholder’s Agreement”) relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the direct parent of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (together with any of its affiliates, to the extent p
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT, dated as of (the “Grant Date”) is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
