Exhibit 10.10(a)
2006 STOCK ACQUISITION AND OPTION
PLAN
FOR KEY EMPLOYEES OF
VALCON ACQUISITION HOLDING B.V. AND ITS
SUBSIDIARIES
(As Amended and Restated)
1. Purpose of Plan
The 2006 Stock Acquisition and
Option Plan for Key Employees of and Valcon Acquisition Holding
B.V. and Its Subsidiaries (the “Plan”) is
designed:
(a) to promote the long term
financial interests and growth of Valcon Acquisition Holding B.V.
(the “Company”) and its Subsidiaries by attracting and
retaining management and other personnel with the training,
experience and ability to enable them to make a substantial
contribution to the success of the Company’s
business;
(b) to motivate management personnel
by means of growth-related incentives to achieve long range goals;
and
(c) to further the alignment of
interests of participants with those of the stockholders of the
Company through opportunities for increased stock, or stock-based
ownership in the Company.
2. Definitions
As used in the Plan, the following
words shall have the following meanings:
(a) “Affiliate” means
with respect to any Person, any entity directly or indirectly
controlling, controlled by or under common control with such
Person.
(b) “Bidco” means Valcon
Acquisition BV, a private company with limited liability
incorporated under the laws of The Netherlands and an entity which
is wholly-owned by the Company.
(c) “Board” means the
Supervisory Board of the VNU Group B.V.
(d) “Change in Control”
means any transaction (including, without limitation, any merger,
consolidation or sale of assets or equity interests, or any
acquisition of stock in the open market or otherwise) the result of
which is that any Person or Group, other than any of the Investors
or their Affiliates, obtains (i) direct or indirect beneficial
ownership of more than fifty (50) percent of the voting rights
attached to the entire issued share capital of Valcon Acquisition
Holding (Luxembourg) S.à.r.l. (“Luxco”), or any
entity which is wholly-owned, directly or indirectly, by Luxco and
which has materially the same direct or indirect ownership of all
direct and indirect subsidiaries of Luxco as does Luxco, or
(ii) all or substantially all of the assets of the VNU Group
(excluding, for the avoidance of doubt, a transaction or series of
transactions involving the sale of only (A) the assets of the
entities comprising the Business Information division of the VNU
Group, in combination with (B) the assets of either
(x) the entities comprising the Marketing Information division
of the VNU Group or (y) the entities comprising the Media
Measurement and Information division of the VNU Group, in each case
as such applicable division is constituted from time to
time).
(e) “Code” means the
Internal Revenue Code of 1986, as amended.
(f) “Control” means with
respect to a Person (other than an individual) (i) direct or
indirect ownership of more than 50% of the voting rights of such
Person, or (ii) the right to appoint the majority of the
members of the board of directors (or similar governing body) or to
manage on a discretionary basis the assets of such Person and, for
avoidance of doubt, a general partner is deemed to control a
limited partnership and, solely for the purposes of this Agreement,
a fund advised or managed directly or indirectly by a Person shall
also be deemed to be controlled by such Person (and the terms
Controlling and Controlled shall have meanings correlative to the
foregoing).
(g) “Committee” means
the Compensation Committee of the Board (or, if no such committee
exists, the Board or its Executive Committee).
(h) “Common Stock” or
“Share” means the ordinary shares of the Company, which
may be authorized but unissued, or issued and
reacquired.
(i) “Employee” means a
person, including an officer, in the regular employment of the
Company or one of its Subsidiaries who, in the opinion of the
Committee, is, or is expected to have involvement in the
management, growth or protection of some part or all of the
business of the Company or one of its Subsidiaries.
(j) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(k) “Fair Market Value”
means on a given day, the price per share equal to (i) the
closing sale price of the Common Stock on such day on the principal
stock exchange on which the Common Stock may at the time be listed
or, (ii) if there shall have been no sales on such exchange on
such day on any given day, the average of the closing bid and asked
prices of the Common Stock on such exchange on such day or,
(iii) if there is no such bid and asked price on such day, the
average of the closing bid and asked prices of the Common Stock on
the next preceding date when such bid and asked price occurred or,
(iv) if the Common Stock shall not be so listed, as determined
by the Board in good faith based on the recommendation of the
Committee.
(l) “Grant” means an
award made to a Participant pursuant to the Plan and described in
Section 5, including, without limitation, an award of a Stock
Option, Purchase Stock, Restricted Stock, Stock Appreciation Right
or Dividend Equivalent Right (as such terms are defined in
Section 5), or any combination of the foregoing.
(m) “Grant Agreement”
means an agreement between the Company and a Participant that sets
forth the terms, conditions and limitations applicable to a
Grant.
(n) “Group” means
“group,” as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act.
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(o) “Investors” means
each of the investment funds associated with AlpInvest Partners,
The Blackstone Group, The Carlyle Group, Hellman &
Friedman, Kohlberg Kravis Roberts, Co. and Thomas H. Lee Partners,
or their successors, so long as they remain investors under that
certain Shareholder’s Agreement Regarding VNU Group B.V., to
be entered into by and among Luxco, Valcon Acquisition Holding
B.V., Bidco, and the other parties thereto.
(p) “Management
Stockholder’s Agreement” means that certain management
stockholder’s agreement entered into between the Company and
each Participant.
(q) “Participant” means
an Employee, non-employee member of the Board, consultant or other
person having a relationship with the Company or one of its
Subsidiaries, to whom one or more Grants have been made and remain
outstanding.
(r) “Person” means
“person,” as such term is used for purposes of
Section 13(d) or 14(d) of the Exchange Act.
(s) “Subsidiary” means
with respect to any Person, any entity directly or indirectly
controlled by such Person.
(t) “VNU Group” means
Luxco and any of its direct and indirect subsidiaries and
Affiliates, together with any successor thereto.
3. Administration of
Plan
(a) The Plan shall be administered
by the Committee. The Committee may adopt its own rules of
procedure, and action of a majority of the members of the Committee
taken at a meeting, or action taken without a meeting by unanimous
written consent, shall constitute action by the Committee. The
Committee shall have the power and authority to administer,
construe and interpret the Plan, to make rules for carrying it out
and to make changes in such rules. Any such interpretations, rules,
and administration shall be consistent with the basic purposes of
the Plan.
(b) The Committee may delegate to
the Chief Executive Officer of the VNU Group and to other senior
officers of the Company its duties under the Plan subject to such
conditions and limitations as the Committee shall prescribe except
that only the Committee may designate and make Grants to
Participants.
(c) The Committee may employ
counsel, consultants, accountants, appraisers, brokers or other
persons. The Committee, the Company, and the officers and directors
of the Company shall be entitled to rely upon the advice, opinions
or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good
faith shall be final and binding upon all Participants, the Company
and all other interested persons. No member of the Committee shall
be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the
Grants, and all members of the Committee shall be fully protected
by the Company with respect to any such action, determination or
interpretation.
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4. Eligibility
The Committee may from time to time
make Grants under the Plan to such Employees, or other persons
having a relationship with Company or any of its Subsidiaries, and
in such form and having such terms, conditions and limitations as
the Committee may determine. The terms, conditions and limitations
of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent,
however, with the terms of the Plan; provided ,
however , that such Grant Agreement shall contain provisions
dealing with the treatment of Grants in the event of the
termination of employment, death or disability of a Participant,
and may also include provisions concerning the treatment of Grants
in the event of a Change in Control of the Company.
5. Grants
From time to time, the Committee
will determine the forms and amounts of Grants for Participants.
Such Grants may take the foll
