FORM OF DEFERRED STOCK UNIT GRANTForm of Deferred Stock Unit Grant • October 22nd, 2012 • Nielsen Holdings N.V. • Services-business services, nec • New York
THIS GRANT, dated as of , 201 (the “Grant Date”) is made by Nielsen Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands, having its registered office in Diemen, The Netherlands (hereinafter referred to as the “Company”), to the individual whose name is set forth on the last page hereof, who is a non-employee member of the Board of the Company, hereinafter referred to as the “Grantee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Nielsen Holdings 2010 Stock Incentive Plan (the “Plan”).
FORM OF AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDER’S AGREEMENT REGARDING NIELSEN HOLDINGS N.V.Nielsen Holdings N.V. • October 22nd, 2012 • Services-business services, nec • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Amended and Restated Shareholder’s Agreement regarding Nielsen Holdings N.V. dated January 31, 2011 (the “Agreement”) by and among AlpInvest, Blackstone, Carlyle, Hellman & Friedman, KKR, Thomas H. Lee Partners, Valcon Acquisition Holding (Luxembourg) S.à r.l., Nielsen Holdings N.V. (the “Company”), Valcon Acquisition B.V. and The Nielsen Company B.V. (the foregoing collectively referred to herein as the “Parties”). All capitalized terms used in this Amendment but not defined herein shall have the meaning ascribed to such terms under the Agreement.
