SEVERANCE AGREEMENT Itzhak FisherSeverance Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
SEVERANCE AGREEMENT (the “Agreement”) dated June 4, 2007 by and between The Nielsen Company B.V. and The Nielsen Company (US), Inc. (the “Company”) and Itzhak Fisher (the “Executive”).
SALE PARTICIPATION AGREEMENT June 4, 2007Sale Participation Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof (the “Management Stockholder’s Agreement”), among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the Executive (as defined in the Management Stockholder’s Agreement) and you relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). By his signature to this Agreement, the Executive agrees to be bound hereby. The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the majority stockholder of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group
STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT, dated as of June 4, 2007 (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 Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”).
Amended and Restated Employment AgreementEmployment Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
The employment agreement (the “Original Agreement”) entered into on August 22, 2006, and amended on September 8, 2006, effective as of September 14, 2006 (the “Effective Date”) is hereby amended and restated, as of the 15th day of December, 2008, as the Amended and Restated Employment Agreement (the “Agreement”), by and among David L. Calhoun (the “Executive”) and Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and Lux Holdco’s indirect subsidiary TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation (the “U.S. Entity” and, together with Lux Holdco, the “Company”).
MANAGEMENT STOCKHOLDER’S AGREEMENT (Pereg Holdings LLC)Management Stockholder’s Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of June 4, 2007 (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”), Pereg Holdings LLC (the “Management Stockholder”), and Itzhak Fisher (the “Executive”) (the Company, Luxco, the Management Stockholder and the Executive being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.
STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT, dated as of June 4, 2007 (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 (“Valcon”), having its registered office in Haarlem, The Netherlands (Valcon, its Subsidiaries and other members of the Nielsen Group, together or individually, are hereinafter referred to as the “Company” as the context requires), and Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”).
