EX-10.7
from S-4/A
4 pages
This Letter Agreement Sets Forth the Mutual Agreement That Has Been Reached Between You and the Nielsen Company B.V. and the Nielsen Company (US), Inc. Regarding Your Termination of Employment From These Companies and the Payments With Relation to Your Termination That Will Be Determined as Set Forth in Your Termination Protection Agreement Dated May 23, 2006, by and Between the Company (Then Known as Vnu N.V.), as Amended by Letter Dated May 24, 2006 (Tpa). All Capitalized Terms Not Otherwise Defined Herein Shall Have the Meaning Set Forth in the Tpa. the Company Acknowledges Your Right to Benefits Under the Tpa, and This Letter Is Intended to Confirm Our Understanding and Agreement With Respect to Your Separation From Service With the Nielsen Company B.V. and the Nielsen Company (US), Inc. and Their Subsidiaries (Collectively, the “Company”) as Follows: 1. Transition Services, Effective Date of Separation From Service
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EX-10.5
from 10-Q
1 page
Ims Health Incorporated 200 Nyala Farms Westport, Ct 06880 June 29, 1998 Nancy Henry, Esq. the Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, Nj 07974 Earl Doppelt, Esq. Acnielsen Corporation 177 Broad Street Stamford, Ct 06901 Dear Ms. Henry and Mr. Doppelt: Reference Is Made to the Distribution Agreement (The "1996 Distribution Agreement"), Dated as of October 28, 1996, Among Cognizant Corporation ("Cognizant"), the Dun & Bradstreet Corporation ("D&B") and Acnielsen Corporation ("Acnielsen"). Cognizant Has Announced Its Intention to Separate Into Two Separate Companies Through a Distribution (The "Ims Health Distribution") to Its Stockholders of All of the Shares of Common Stock of Its Subsidiary Ims Health Incorporated ("Ims Health"). in Section 8.9(c) of the 1996 Distribution Agreement, Cognizant Agreed Not to Make a Distribution Such as the Ims Health Distribution Unless It Caused the Distributed Entity to Undertake to Both D&B and Acnielsen to Be Jointly and Severally Liable for All Cognizant Liabilities (As Defined in the 1996 Distribution Agreement). Therefore, in Accordance With Section 8.9(c) of the 1996 Distribution Agreement and Intending to Be Legally Bound Hereby, From and After the Effective Time of the Ims Health Distribution, Ims Health Undertakes to Each of D&B and Acnielsen to Be Jointly and Severally Liable With Cognizant for All Cognizant Liabilities Under the 1996 Distribution Agreement. Very Truly Yours, Ims Health Incorporated By: /S/ Kenneth S. Siegel Name: Kenneth S. Siegel Title: Senior Vice President, General Counsel and Secretary
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