MANAGEMENT STOCKHOLDER’S AGREEMENT (David L. Calhoun)’s Agreement • November 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of November 22, 2006 (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.
FORM OF STOCK OPTION AGREEMENT (David L. Calhoun)Stock Option Agreement • November 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
THIS AGREEMENT, dated as of November 22, 2006 (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).
