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Exhibit 10(r)
LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
UNDER THE
1996 ACNIELSEN CORPORATION
KEY EMPLOYEES' STOCK INCENTIVE PLAN
This limited stock appreciation rights agreement (the "Award Agreement")
confirms the limited stock appreciation rights award (the "Award") made as of
November 4, 1996, 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
[EMPLOYEE] (the "Participant")
of limited stock appreciation rights ("LSARs") with respect to the following
options to purchase shares of Company common stock, par value $0.01 per share,
granted to the Participant contemporaneously herewith under the Plan:
Date of Option Grant Number of Shares Option Price
. . . . . . . . .
Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option price of the stock
option to which the LSAR relates, such excess constituting the "Appreciation."
The LSARs are issued in accordance with and are subject to the terms of the
Plan, which Plan is incorporated herein by reference, and the following
additional terms and conditions:
1. Each LSAR is related to a stock option (the "Related Option") to
purchase the number of shares of Company common stock at the option
price per share indicated above.
2. The LSARs may be exercised, in whole or in part, only during the 30-day
period beginning on the first day following the
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acquisition of at least 20% of all outstanding shares of Company common
stock pursuant to any tender or exchange offer for shares of Company
common stock (other than one made by the Company), whether the Company
does or does not support the offer. A tender or exchange offer filed
with the Securities and Exchange Commission on Form 14D-1 (or successor
form) shall be treated conclusively as a tender or exchange offer for
purposes of this provision. Each LSAR is exercisable only if and to the
extent the Related Option is exercisable.
3. To the extent exercisable, the LSARs may be exercised from time to time
by notice to the Company. The date a notice of exercise is received by
the Company shall be the exercise date. At the time of payment of the
Appreciation to the Participant, the Company shall require payment of
any amount the Company may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise of an
LSAR.
4. Exercise of an LSAR shall reduce the number of shares of Company common
stock covered by the Related Option on a share-for-share basis. The
exercise of a Related Option shall reduce the number of related LSARs
on the same basis.
5. The term "Tender Offer Price" when used herein shall mean the highest
price paid for shares of Company common stock in any tender or exchange
offer of the kind contemplated in Paragraph 2 above which is in effect
at any time during the 60-day period preceding the date of exercise of
an LSAR, provided that any securities or property which are part or all
of the consideration paid for shares of Company common stock in any
such tender or exchange offer shall be valued at the higher of (i) the
valuation placed on such securities or property by the person making
such offer or (ii) the valuation (for purposes hereof) placed on such
securities or property by the Committee.
6. The LSARs are not transferable by the Participant and shall terminate
when the Participant is no longer subject to the provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended.
7. All terms defined in the Plan and used herein shall have the same
meaning, unless the context otherwise requires.
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IN WITNESS WHEREOF, ACNielsen Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.
ACNIELSEN CORPORATION
By
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Xxxxxxx X. Xxxxxxx
Vice Chairman
The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of (i) a copy of the
prospectus related to the Plan and (ii) a copy of the Information Statement of
the Company dated October 17, 1996.
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Date Participant
