EMPLOYMENT AGREEMENT Second Amended and Restated Employment AgreementEmployment Agreement • October 28th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
The employment agreement (the “Original Agreement”) entered into on August 22, 2006, amended on September 8, 2006, effective as of September 14, 2006, and further amended and restated on December 15, 2008, is hereby amended and restated, as of the 27th day of October, 2010 (the “Effective Date”), as the Second Amended and Restated Employment Agreement (the “Agreement”), by and among David L. Calhoun (the “Executive”) and Nielsen Holdings (as such term is defined below), The Nielsen Company B.V., a Netherlands corporation (“The Nielsen Company”), and TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation (the “U.S. Entity” and, together with The Nielsen Company B.V. and Nielsen Holdings, the “Company”).
FIRST AMENDMENT TO MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • October 28th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
FIRST AMENDMENT, dated October 27th, 2010, to that certain Management Stockholder’s Agreement (as amended or supplemented from time to time) by and among Nielsen Holdings B.V. (f/k/a Valcon Acquisition Holding B.V. a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.à.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the undersigned Management Stockholder (such agreement, the “Management Stockholders Agreement”). All capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to such terms under the Management Stockholders Agreement.
