Exhibit 10.22(f)
FORM OF
CENTERVIEW STOCK OPTION
AGREEMENT
THIS AGREEMENT, dated as of
(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 company
set forth on the signature page hereof that is an affiliate of
Centerview Partners L.L.C., (the “ Optionee ”).
The Option granted hereunder shall be treated and shall have the
same economic characteristics as if granted under the Plan (as
hereinafter defined) and any capitalized terms herein not otherwise
defined in Article I shall have the meaning set forth in the
Plan.
WHEREAS on November 6, 2006,
(among others) the Optionee (and/or an affiliate thereof) and
Valcon Acquisition Holding (Luxembourg) S.à r.l. (“
Luxco ”) entered into an investment agreement (the
“ Investment Agreement ”) pursuant to which at
Closing (as defined therein) Luxco shall procure that the Company
will grant the Option to the Optionee, and such Option was
granted.
WHEREAS, the Company wishes to grant
an additional Option pursuant to the terms hereof.
NOW, THEREFORE, in consideration of
the mutual covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto do hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever the following terms are
used in this Agreement, they shall have the meaning specified in
the Plan or below unless the context clearly indicates to the
contrary.
Section 1.1. Fiscal
Year
“Fiscal Year” shall mean
each fiscal year of the Company (which, for the avoidance of doubt,
begins on January 1 and ends on December 31 of any given
calendar year).
Section 1.2. Investor
Return
“Investor Return” shall
mean, on any given date, the aggregate amount of cash proceeds
(including the receipt of any dividends or other distributions)
received by the Investors and Affiliates in respect of their
aggregate direct and indirect equity investment in the Company
(excluding, for the avoidance of doubt, debt
investment).
Section 1.3.
Option
“Option” shall mean the
right and option to acquire, on the terms and conditions set forth
in Section 3 and as set out in the Investment Agreement, all
or any part of an aggregate of the number of shares of Common
Stock, as shall be evidenced by entry in the Company’s
shareholder register, set forth on the signature page of this
Agreement.
Section 1.4. Plan
“Plan” shall mean the
2006 Stock Acquisition and Option Plan for Key Employees of Valcon
Acquisition Holding B.V. and Its Subsidiaries.
Section 1.5.
Shareholders’ Agreement
“Shareholders’
Agreement” shall mean that certain shareholders’
agreement entered into by and between certain entities affiliated
with Alpinvest, The Blackstone Group, The Carlyle Group, Hellman
and Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee
Partners, Valcon Acquisition Holding (Luxembourg) S.à r.l.,
Valcon Acquisition Holding B.V. and Valcon Acquisition B.V. dated
September 21, 2006, as subsequently amended.
Section 1.6. Supervisory
Board
“Supervisory Board”
shall mean the supervisory board ( raad van commissarissen )
of The Nielsen Company B.V. (f/k/a VNU Group B.V.).
ARTICLE II
GRANT OF OPTIONS
Section 2.1. – Grant
of Option
For good and valuable consideration,
on and as of the date hereof the Company irrevocably grants to the
Optionee an Option upon the terms and conditions set forth in this
Agreement and the Investment Agreement. The Optionee shall at all
times be treated at least as favorably as any other participant of
the Plan.
Section 2.2. –
Exercise Price
Subject to Section 2.3, the
exercise prices of the shares of Common Stock covered by the Option
shall be as set forth on the signature page of this
Agreement.
Section 2.3. –
Adjustments to Option
The Option shall be adjusted as if
subject to Sections 8 or 9 of the Plan, as applicable. Any such
adjustment made in good faith thereunder shall be final and binding
upon the Optionee, the Company and all other interested
persons.
Section 2.4. – New
Securities
The Parties confirm that the Option
and the shares of Common Stock issued to the Optionee upon exercise
of the Option, shall be deemed to constitute “New
Securities” (as defined in the Shareholders’
Agreement), except for the purpose of Article 8 of the
Shareholders’ Agreement.
2
ARTICLE III
PERIOD OF
EXERCISABILITY
Section 3.1. –
Commencement of Exercisability
(a) So long as Mr. James Kilts
continues to serve on the Supervisory Board, the Option shall
become exercisable pursuant to the following schedule: [
applicable schedule to be inserted ]
(b) Notwithstanding the foregoing,
so long as Mr. Kilts continues to serve on the Supervisory
Board through the occurrence of a Change in Control, the Option
shall become immediately exercisable as to 100% of the shares of
Common Stock underlying such Option immediately prior to a Change
in Control (but only to the extent such Option has not otherwise
terminated or become exercisable) only if, as a result of the
Change in Control, the Investor Return equals or exceeds the
Applicable Multiple (as set forth on Schedule A for the applicable
Fiscal Year in which the Change in Control occurs) of the Base
Price.
(c) Notwithstanding anything herein
to the contrary, the Option shall not become exercisable as to any
additional shares of Common Stock (which do not otherwise become
exercisable in accordance with Section 3.1(a) or
(b) above) following the termination of Mr. Kilt’s
service on the Supervisory Board for any reason and any portion of
the Option which is unexercisable as of the termination of
Mr. Kilt’s service shall be immediately cancelled
without payment therefor.
Section 3.2. –
Expiration of Option
The Optionee may not exercise the
Option to any extent after the tenth anniversary of the Grant
Date.
ARTICLE IV
EXERCISE OF OPTION
Section 4.1. – Partial
Exercise
Any exercisable portion of an Option
or the entire Option, if then wholly exercisable, may be exercised
in whole or in part at any time prior to the time when the Option
or portion thereof becomes unexercisable under Section 3.2;
provided , however , that any partial exercise shall
be for whole shares of Common Stock only.
Section 4.2. – Manner
of Exercise
An Option, or any exercisable
portion thereof, may be exercised solely by delivering to the
General Counsel of the Company or his office all of the following
prior to the time when the Op
