Acnielsen Corp Sample Contracts

dated as of
Credit Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
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The New D&B Corporation One Diamond Hill Road Murray Hill, New Jersey 07974
Distribution Agreement • November 9th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management

Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among The Dun & Bradstreet Corporation, now known as R.H. Donnelley Corporation ("Historical D&B"), Cognizant Corporation, now known as Nielsen Media Research, Inc. ("Cognizant"), and ACNielsen Corporation ("ACNielsen"). The Dun & Bradstreet Corporation ("D&B") has announced its intention to separate into two separate companies through a distribution (the "2000 Distribution") to its stockholders of all of the shares of common stock of its subsidiary, the New D&B Corporation ("New D&B"). Intending to be legally bound hereby, from and after the effective time of the 2000 Distribution, New D&B undertakes to each of Cognizant and ACNielsen to be jointly and severally liable with D&B and Historical D&B for all D&B Liabilities under the 1996 Distribution Agreement.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 20th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
and
Rights Agreement • October 7th, 1996 • Acnielsen Corp • Delaware
2 TABLE OF CONTENTS
Master Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
1 Exhibit 10(q) NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
RESTRICTED STOCK AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
Restricted Stock Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
ARTICLE I SERVICES PROVIDED
Transition Services Agreement • October 7th, 1996 • Acnielsen Corp • New York
FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • October 7th, 1996 • Acnielsen Corp • New York
ARTICLE I DEFINITIONS
Employee Benefits Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
and
Rights Agreement • October 18th, 1996 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
EXHIBIT 10(t) NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the...
Nonqualified Stock Option Agreement • March 25th, 1999 • Acnielsen Corp • Services-engineering, accounting, research, management

This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the "Award") made as of ______________, under the 1996 ACNielsen Corporation Non-Employee Directors' Stock Incentive Plan (the "Plan") to

NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • March 27th, 2000 • Acnielsen Corp • Services-engineering, accounting, research, management

This nonqualified stock option agreement (the "Award Agreement") confirms the nonqualified stock option award (the "Award") made as of December 15, 1999, by the Compensation Committee (the "Committee") of the Board of Directors of ACNielsen Corporation (the "Company") under the 1996 ACNielsen Corporation Key Employees' Stock Incentive Plan (the "Plan") to

1 EXHIBIT 10.5 FORM OF SHARED TRANSACTION SERVICES AGREEMENT
Transaction Services Agreement • October 7th, 1996 • Acnielsen Corp
FORM OF
Intellectual Property Agreement • October 7th, 1996 • Acnielsen Corp • New York
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and
Rights Agreement • October 18th, 1996 • Acnielsen Corp • Services-engineering, accounting, research, management • Delaware
LIMITED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE 1996 ACNIELSEN CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN
Limited Stock Appreciation Rights Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management
RECITALS
Acnielsen Corp • December 18th, 2000 • Services-engineering, accounting, research, management • Delaware
RECITALS
Intellectual Property Agreement • March 26th, 1997 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
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