EX-10.1





 Exhibit 10.1 

Execution Copy 
  





 
 James Attwood 

Executive Chairman 

November 16, 2018 
 Mr. David Kenny 

Dear David, 
 I am delighted to offer you the position of Chief
Executive Officer of Nielsen Holdings PLC based in our New York and Wilton offices. Your hire date will be December 3, 2018. 
 Base Salary 

Your annualized base salary will be $1,300,000 payable in biweekly installments. 

Annual Incentive Plan 
 You will participate in our Annual
Incentive Plan (“AIP”) for the plan year January through December, 2019 and in each subsequent year of employment. In 2019 your annual AIP target is $1,925,000. 

Long-Term Incentive Plan 
 You will be eligible to
participate in discretionary Long Term Incentive (LTI) awards for the 2019 plan year and in each subsequent year of employment. 
 In
February, 2019 we will recommend to the Compensation Committee of the Board of Directors that you are awarded a grant under our Long Term Performance Plan (LTPP) of a number of Nielsen performance restricted stock units (PRSUs) equal to the quotient
obtained by dividing $4,200,000 by the closing price of Nielsen stock on the date of grant (2019 PRSUs). The 2019 PRSUs will be earned based on Nielsen achieving approved cumulative financial performance targets over the three-year period commencing
January 1, 2019 provided you are an active employee on the vesting date. 
 In February, 2019, we will recommend to the Compensation
Committee that you are awarded a number of Nielsen restricted stock units (RSUs) equal to the quotient obtained by dividing $2,800,000 by the closing price of Nielsen stock on the date of grant (2019 RSUs). The RSUs will vest in 4 equal annual
installments commencing on the first anniversary of the grant date provided you are an active employee on the vesting date. 
  

					
		 		 	 Nielsen
 40 Danbury Road, Wilton, CT 06897

USA
 tel +1 203 563 3500

james.attwood@nielsen.com
 www.nielsen.com














 Make-Whole Awards 

To compensate you for the loss of unvested equity at your former employer, the Board has approved a “make-whole” equity award covering 487,505
Nielsen RSUs (Make Whole RSUs) that (i) will vest in three equal annual installments on 12/31/2019, 12/31/2020, and 12/31/2021 provided you are an employee on the applicable vesting dates, and (ii) will have such other terms contained in
the form of award agreement attached as Exhibit 1A to this offer letter. 
 To compensate you for the loss of your cash retention award from your former
employer we will provide a cash payment of $2,500,000 (Make Whole Retention Cash) in our February 15, 2019 payroll, provided that you are an employee on the payment date. 

To compensate you for the loss of the 2018 annual incentive payout from your prior employer, we will provide a cash payment of $1,500,000 (AIP Make Whole) as
soon as is reasonably practicable after your hire date. If you resign voluntarily without Good Reason or are terminated for Cause (each as defined below) within one year of receiving this payment, you agree to repay the AIP Make Whole in full. 

One-Time New Hire Equity Grant 

In addition, the Compensation Committee of the Board has approved a one-time new hire equity award (New Hire Award) to
be granted on your hire date. The New Hire Award will have a grant date value of $2,800,000. 
 50% of the New Hire Award will be denominated in
service-based RSUs using the closing price of Nielsen stock on Thursday, November 15, 2018 (New Hire RSUs) that will cliff vest on the third anniversary of the grant date provided you are an employee on the vesting date and have such other
terms contained in the form of award agreement attached as Exhibit 1B to this offer letter. 
 50% of the New Hire Award will be denominated in performance
stock options (New Hire PSOs) (i) with the number of Nielsen shares covered by the New Hire PSOs determined using the Black-Scholes option pricing model based on the closing price of Nielsen stock on Thursday, November 15, 2018, (ii)
having a seven year term, (iii) a strike price equal to the closing price of Nielsen stock on the grant date and (iv) such other terms contained in the form of award agreement attached as Exhibit 1C to this offer letter. 

Premium Stock Option Grant 
 The Compensation Committee of
the Board has approved a one-time grant of 750,000 performance stock options (Premium Stock Options) to be granted to you on your hire date. The Premium Stock Options (i) will have an exercise price of
$40 and a seven year term, (ii) will vest on the first, second and third anniversary of the grant date with respect to one third of the options on each such anniversary and (iii) will have such other terms contained in the form of award
agreement attached as Exhibit 1D to this offer letter. 
 Equity Awards Supporting Information 

The 2019 PRSUs, the 2019 RSUs, the Make Whole RSUs, the New Hire Award and Premium Stock Options (Offer Letter Equity Awards) will be governed by the terms of
the Amended and Restated Nielsen 2010 Stock Incentive Plan (2010 Stock Incentive Plan), a copy of which is attached to this letter as Exhibit 2, or its successor and the forms of award agreements applicable to senior executives of Nielsen; provided,
however, that the Make 

  
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Whole RSUs, the New Hire RSUs, the New Hire PSOs and the Premium Stock Options shall have the terms set forth in the applicable forms of award agreement attached hereto as Exhibits 1A through 1D.
The treatment of the 2019 PRSUs and the 2019 RSUs in the event of a Change in Control shall be determined in accordance with Section 10 of the Stock Incentive Plan as in effect on the date of this offer letter. 

The applicable award agreements for the 2019 PRSUs and the 2019 RSUs will provide that in the event of a termination without Cause or for Good Reason (a
Qualifying Termination): 
  

	 	•	 	 The 2019 PRSUs will pay out on the normally scheduled payout date based on the final performance assessment
approved by the Nielsen Board, pro-rated to reflect your length of service in the performance period. 


  

	 	•	 	 The Applicable Portion of the 2019 RSUs shall vest and you will forfeit the remaining unvested portion of such
award. For purposes of this bullet, “Applicable Portion” means a number of RSUs equal to (x) the total number of RSUs scheduled to vest on the vesting date next following the date of the Qualifying Termination, multiplied by
(y) a fraction, the numerator of which is the total number of days from the most recent vesting date preceding the date of the Qualifying Termination (or if there is no such date, the award grant date) through the date of the Qualifying
Termination and the denominator of which is the total number of days from the most recent vesting date preceding the date of the Qualifying Termination (or if there is no such date, the award grant date) through the vesting date next following the
date of the Qualifying Termination. 


 Miscellaneous 

Nielsen will reimburse you for the reasonable, documented legal fees that you incur in connection with accepting this position at Nielsen, subject to a cap of
$40,000. 
 You will be eligible for reimbursement of actual expenses incurred for annual financial planning and health examination up to annual limits of
$15,000 and $2,500 respectively. 
 As a senior executive at Nielsen you are expected to accumulate and maintain a meaningful level of stock ownership in
the Company. The value of your stock ownership guideline is 6 x your annual salary. The guideline shares will be determined using the closing price of a Nielsen share on your hire date. 

As a Nielsen employee, you will be eligible for all benefits currently offered to members of the Nielsen senior management team effective your first day of
employment. Within a week of your start date you should receive an email from Fidelity, our benefits administration platform, inviting you to enroll in our benefit plans. You must enroll within 31 days of your hire date. 

If you do not receive your email, please contact the Fidelity Benefits Service Center (1-800-500-2363). 
 While it is our sincere hope that our relationship will be a long and mutually
beneficial one, your employment by Nielsen is at-will, which means either you or the company may voluntarily terminate your employment at any time. In the event your employment is terminated involuntarily
(except in cases deemed to be for Cause) or voluntarily for Good Reason, you will receive benefits as described in the Nielsen Holdings plc Severance Policy for Section 16 Officers and United-States-Based Senior Executives, a copy of which is
attached to this letter as Exhibit 3 (the Executive Severance Policy). 
 For purposes of this offer letter and your rights upon a termination of
employment, Good Reason and Cause shall have the meanings ascribed to such terms in the in the Executive Severance Policy, except that Good Reason shall also include the following items: 

  
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	 	1.	 A reduction in your Annual Incentive Target, other than as a result of a general reduction applicable to all
named executive officers 


  

	 	2.	 The Company’s failure to nominate you for election or re-election
to the Board, other than as a result of your prior termination of employment due to death or disability, for Cause or voluntarily without Good Reason 


  

	 	3.	 Requirement to move your primary residence from Massachusetts 



This offer is conditional upon the following: 
  

	 	1.	 Successful completion of a background check including prior employment and education verification.



  

	 	2.	 Your completion of the Employment Eligibility Verification Form I-9.
The Immigration Reform and Control Act of 1985 requires employers to verify that all employees are legally authorized to work in the United States. 


  

	 	3.	 Signed return of necessary documents listed on the form to establish your identity and employment eligibility.
This form, and other new hire paperwork will be sent to you upon accepting this offer and should be submitted on your first day of employment. 


  

	 	4.	 Your signing the enclosed Executive Non Disclosure, Non Solicitation,
Non-Competition and Inventions Assignment Agreement. 


 David, on behalf of the Board and the
Nielsen team, I am thrilled to welcome you to our organization. I look forward to working together as you build a rewarding career and we create long term value at Nielsen. 
  

			
	Sincerely,
	
	Nielsen Holdings PLC
		
	By:	 	  

	Name:	 	James A. Attwood Jr.
	Title:	 	Executive Chairman

  

			
	 Accepted:

	
	  

	 David Kenny
                                Date




  
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 Exhibit 1A – Make Whole RSUs 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule
A”, such date, the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the
“Company”) and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (the “Participant”). Any capitalized terms herein not otherwise defined in this
Agreement shall have the meaning set forth in the Nielsen 2010 Stock Incentive Plan (the “Plan”). 
 WHEREAS, the Committee
has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Participant restricted stock units (as provided in Section 1 below), ultimately payable in shares of Common Stock (the
“Award”) as an incentive for increased efforts during the Participant’s term of office with the Company or any of its Subsidiaries, and has advised the Company thereof and instructed the undersigned officers to grant said
Award; and 
 WHEREAS, this Award has been granted as an “employee inducement award” under Section 303A.08 of the New York
Stock Exchange Listed Company Manual; accordingly, the Award has been granted outside of the Company’s existing equity compensation plans, however, except as otherwise provided in this Agreement, the Award will be governed in all respects as if
issued under the Plan, as currently in effect and as may be amended hereafter from time to time, as well as this Restricted Stock Award Agreement (the “Agreement”). 

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: 
 1. Grant of RSUs. 

(a) For valuable consideration, receipt of which is hereby acknowledged, the Company hereby grants the number of restricted stock units
(“RSUs”) to the Participant set forth on Schedule A, on the terms and conditions hereinafter set forth, and subject to the terms of the Plan. Each RSU represents the unfunded, unsecured right of the Participant to receive one share
of the Company’s Common Stock (each, a “Share”). The Participant will become vested in the RSUs, and take delivery of the Shares, as set forth in this Agreement. 

(b) This Award has been granted as an “employment inducement award” pursuant to the exemption provided by Section 303A.08 of the
New York Stock Exchange Listed Company Manual, is not issued under the Plan, and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Agreement, the terms and conditions of the
Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if this Award had actually been issued under the Plan. 

2. Vesting and Timing of Transfer. 

(a) Unless otherwise provided herein, the Participant shall become vested in the RSUs in accordance with the Plan and the vesting provisions
set forth on Schedule A (each date on which all or a portion of the RSUs become vested thereunder, a “Vesting Date”), subject to the continued Employment of the Participant by the Company or a Subsidiary through the relevant Vesting
Date. 
 (b) Notwithstanding the foregoing, upon a termination of the Participant’s Employment by the Company or a Subsidiary without
Cause or by the Participant for Good Reason, all unvested RSUs shall become immediately vested. 












 (c) Upon the Participant’s death or Permanent Disability, all unvested RSUs shall
become immediately vested. 
 (d) Upon termination of the Participant’s Employment with the Company and all of its Subsidiaries for any
reason other than as set forth in Section 2(b) or (c) above, all unvested RSUs shall immediately be forfeited by the Participant, without payment of any consideration therefor. 

(e) The Board shall cause to be delivered to the Participant such Shares underlying any non-forfeited,
vested RSUs as soon as practicable after they become vested RSUs as provided in this Section 2 (but in no event later than 21⁄2 months after the last day of the calendar year in which such RSUs become so vested). 
 (f)
In the event of the death of the Participant the delivery of Shares under Section 2(e), as applicable, shall be made to the person or persons to whom the Participant’s rights under the Agreement shall pass by will or by the applicable laws
of descent and distribution. 
 (g) Upon each transfer of Shares in accordance with Section 2(e) above, the Company shall have satisfied
its obligation with respect to the number of RSUs equal to the number of Shares delivered to the Participant pursuant thereto, and the Participant shall have no further rights to claim any additional Shares in respect thereof. Notwithstanding the
foregoing, the Participant may elect to defer the transfer of Shares by providing notice to the Company in accordance with all applicable rules, policies, and procedures established by the Committee. 

3. Dividends. Unless otherwise provided pursuant to Section 4 below, from and after the Grant Date, the Participant will only be
entitled to receive dividend equivalent payments or other distributions, if any, with respect to Shares underlying the RSUs in accordance with the terms set forth in Schedule A. 

4. Adjustments Upon Certain Events. The Committee shall, in its sole discretion, make certain equitable substitutions or adjustments to
any Shares or RSUs subject to this Agreement pursuant to Section 10 of the Plan. 
 5. Definitions. For purposes of this
Agreement, the following terms shall have the following meanings: 
 “Cause” shall mean “Cause” as
defined in the Nielsen Holdings plc Severance Policy for Section 16 Officers and United-States-Based Senior Executives. 

“Good Reason” shall mean “Good Reason” as defined in the offer letter, dated November 16, 2018,
by and between Participant and the Company. 
 “Permanent Disability” shall mean “Disability” as
defined in the severance plan or policy of the Company in which the Participant is a participant on the Grant Date. 
 6. No Right to
Continued Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the Employment of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company
and its Subsidiaries, which are hereby expressly reserved, to terminate the Employment of the Participant at any time for any reason whatsoever, with or without Cause, subject to the applicable provisions of, if any, the Participant’s
Employment Agreement or offer letter provided by the Company or any Subsidiary to the Participant. 
 7. No Acquired Rights.
Participant acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time. The Participant further acknowledges and accepts that (a) this Award is not to be considered part
of any normal or expected compensation; (b) the value of the RSUs or the Shares shall not be used for purposes of determining any benefits or compensation payable to the Participant or the Participant’s beneficiaries or estate under any
benefit arrangement of the Company or any Subsidiary, including but not limited to 

  
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severance or indemnity payments; and (c) the termination of the Participant’s Employment with the Company and all Subsidiaries under any circumstances whatsoever will give the
Participant no claim or right of action against the Company or any Subsidiary in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of Employment. 

8. No Rights of a Stockholder. The Participant shall not have any rights or privileges as a stockholder of the Company until the Shares
underlying vested RSUs have been registered in the Company’s register of stockholders as being held by the Participant. 
 9.
Transferability. RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 9 shall be void and unenforceable against the Company or any Subsidiary or Affiliate. 

10. Withholding. The Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any transfer due under this Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any transfer under this Agreement
or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes, pursuant to Section 4(c) of the Plan. 

11. Choice of Law. This agreement shall be governed by and construed in accordance with the laws of the state of New York without regard
to conflicts of law, except to the extent that the issue or transfer of Shares shall be subject to mandatory provisions of the laws of England and Wales. 

12. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and
read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail;
provided, however, that for purposes of this Award, in order for an award to constitute a Substitute Award under Section 10 of the Plan, the award must be denominated in shares of publicly traded stock which are traded on an established U.S. or
U.K. securities exchange. 
 13. Signature in Counterparts. If executed in writing, this Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 14.
Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in
the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement
may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring
any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant’s termination of employment with the Company the Participant is a “specified employee” as
defined in Section 409A of the Internal Revenue Code of 1986, as amended and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent
any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to the Participant) until the date that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the


  
 3 













 
Code without any accelerated or additional tax). The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such
Participant in connection with the RSUs (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary)
harmless from any or all of such taxes or penalties. If the RSUs are considered “deferred compensation” subject to Section 409A, references in this Agreement and the Plan to “termination of Employment” and “separation
from service” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A, each payment that may be made in respect of the RSUs is designated as a
separate payment. 
 15. Confidential Information; Non-Compete;
Non-Solicitation 
 The Participant acknowledges and agrees that the Participant is bound by and
will comply with the restrictive covenants and obligations contained in the Appendix to this Agreement, which covenants and obligations are incorporated herein by reference and made a part of this Agreement. 

16. Data Privacy 
 If a
Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of their personal data under applicable local law, the Participant hereby consents for the purposes of the Plan. 

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, the Company will separately provide a Participant
with information on the collection, processing and transfer of their personal data, including the grounds for processing. 
 17.
Forfeiture of Grant 
 If the Participant does not sign and return this Agreement within six months following the Grant Date, the RSUs
shall be forfeited and shall be of no further force and effect. 
 18. Amendment 

This Agreement may only be amended by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.


  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 
  

			
	 Nielsen Holdings plc

		
	By:	 	Nancy Ramsey Phillips
		 	Chief Human Resources Officer
	
	PARTICIPANT:
	
	David Kenny
	
	Online grant acceptance satisfies signature requirement
	
	  




  
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 Schedule A 

 

			
	Name:	  	David Kenny
		
	Grant Date:	  	December 3, 2018 (“Hire Date”)
		
	Vesting Commencement Date:	  	December 3, 2018
		
	Number of RSUs:	  	487,505
		
	Normal Vesting of RSUs:	  	 162,502 on December 31, 2019
  

162,502on December 31, 2020
  

162,501 on December 31, 2021

		
	Vesting on a “Change in Control”:	  	Per Plan terms in effect on the date of the offer letter.
		
	Dividends:	  	RSUs, whether or not vested, shall be credited with dividend equivalents as and when dividends are paid on the Company’s actual shares, with such dividend equivalents deemed to be invested in additional RSUs for the
Participant’s account as of the corresponding dividend payment date (which additional RSUs shall vest upon the vesting of the underlying RSUs to which they are attributable). No dividend equivalents shall be credited with respect to any
fractional shares in a Participant’s account.


  
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 APPENDIX 

Confidential Information; Non-Compete; Non-Solicitation

 1. In consideration of the Company entering into this Agreement with the Participant, the Participant shall not, directly or
indirectly, (i) at any time during or after the Participant’s employment with the Company or any of its subsidiaries, parents or affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below)
except (A) when required to perform his or her duties to Nielsen; (B) as required by law or judicial process; or (C) in connection with any Protected Activity (as defined below) by the Participant; or (ii) at any time during the
Participant’s employment with Nielsen and for a period of 12 months thereafter or, if the Participant’s employment with Nielsen is terminated under circumstances that entitle the Participant to receive severance under any severance plan,
policy or agreement with Nielsen applicable to the Participant at the time of such termination, for the duration of the applicable severance period under such plan, policy or agreement if such severance period is longer than 12 months (with, for the
avoidance of doubt, the severance period for any lump sum severance payment being equal to the number of months of base salary being paid in such lump sum (for example, 1.5x base salary equates to a severance period of 18 months)) (A) associate with
(whether as a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen, in any geographic or market area where Nielsen conducts business or
provides products or services (or which the Participant has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months); provided, however, that nothing herein shall be deemed to prohibit the
Participant’s ownership of not more than 2% of the publicly-traded securities of any competing business; (B) induce, influence, encourage or solicit in any manner any (x) client or prospective client with which the Participant had
interactions in connection with his/her employment in the 18 months prior to termination of the Participant’s employment with Nielsen, or (y) vendor or supplier of Nielsen, to cease or reduce doing business with Nielsen or to do business
with any business in competition with the business of Nielsen; (C) solicit, recruit, or seek to hire, or otherwise assist or participate in any way in the solicitation or recruitment of, any person who has been employed or engaged by Nielsen at
any time during the 6 months immediately preceding the termination of the Participant’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement
of, any such person to terminate his or her employment or engagement with Nielsen; or (D) hire or otherwise assist or participate in any way in the hiring of, any person who has been employed or engaged by Nielsen at any time during the 6
months immediately preceding the termination of the Participant’s employment. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Participant and the Company or any
subsidiary or affiliate thereof are parties. For purposes of this agreement, the “business of Nielsen” means consumer purchasing measurement and analytics, media audience measurement and analytics, and any other line of business in which
Nielsen is engaged at the time of the termination of the Participant’s employment (or which the Participant has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months). If the
Participant is primarily providing services in California at the time the Participant’s employment with Nielsen terminates, then sub-clauses (A), (B) and (D) of clause (ii) of this
Section 1 shall not apply following such termination. If the Participant lived or provided services in Massachusetts for at least thirty (30) days immediately preceding the Participant’s termination, then sub-clause (A) of clause (ii) of this Section 1 shall not apply following such termination. 

2. “Confidential Information” shall include all trade secrets and proprietary or other confidential information owned, possessed or
used by Nielsen in any form, whether or not explicitly designated as confidential information, including, without limitation, business plans, strategies, customer lists, customer projects, cooperator lists, personnel information, financial
information, pricing information, cost information, methodologies, software, 

  
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data, and product research and development. Confidential Information shall not include any information that is generally known to the industry or the public other than as a result of the
Participant’s breach of this covenant or any breach of other confidentiality obligations by the Participant, employees or third parties. 

3. If the Participant performs services for an entity other than Nielsen at any time prior to the end of the
12-month post-termination period or, if longer, the applicable severance period (whether or not such entity is in competition with Nielsen), the Participant shall notify the Company on or prior to the
commencement thereof. To “perform services” shall mean employment or services as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation. 

4. If at any time a court holds that the restrictions stated in Section 1 above are unreasonable or otherwise unenforceable under
circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area or, if the court does
not undertake such substitution, then the remainder of Section 1 shall be given full effect without regard to the invalid portion. Because the Participant’s services are unique and because the Participant has had and will continue to have
access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, Nielsen or its successors or assigns may,
in addition to other rights and remedies existing in their favor, (i) apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof
(without the posting of a bond or other security); and (ii) may require the Participant (A) to forfeit any vested or unvested portion of the Grant and to return all Shares previously issued to the Participant under the Grant (“Grant
Shares”); and (B) to pay to Nielsen the full value of any consideration received for the Grant Shares that were previously sold by the Participant or otherwise disposed of to a third party (or if no such consideration was received, the
then fair market value of the Grant Shares). 
 5. The Participant acknowledges that the restrictions in Section 1 above are not greater
than required to protect Nielsen’s legitimate business interests, including without limitation the protection of its Confidential Information and the protection of its client relationships, and are reasonably limited in time or duration,
geography and scope of activity. The Participant further acknowledges that, viewed separately or together, the restrictions in Section 1 above do not unfairly or unreasonably restrict the Participant’s ability to obtain other comparable
employment, earn a living, work in any particular area or otherwise impose an undue hardship on Participant. 
 6. Protected Activity.
Nothing in this Agreement shall prohibit or impede the Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a
“Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower
provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the
attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Except as
otherwise provided in this paragraph or under applicable law, under no 

  
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circumstance is the Participant authorized to disclose any information covered by Nielsen’s attorney-client privilege or attorney work product, or Nielsen’s trade secrets, without
Nielsen’s prior written consent. The Participant does not need the prior authorization of (or to give notice to) Nielsen regarding any communication, disclosure, or activity described in this paragraph. 

  
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 Exhibit 1B – New Hire RSUs 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule
A”, such date, the “Grant Date”) between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the
“Company”) and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (the “Participant”). Any capitalized terms herein not otherwise defined in this
Agreement shall have the meaning set forth in the Nielsen 2010 Stock Incentive Plan (the “Plan”). 
 WHEREAS, the Committee
has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Participant restricted stock units (as provided in Section 1 below), ultimately payable in shares of Common Stock (the
“Award”) as an incentive for increased efforts during the Participant’s term of office with the Company or any of its Subsidiaries, and has advised the Company thereof and instructed the undersigned officers to grant said
Award; and 
 WHEREAS, this Award has been granted as an “employee inducement award” under Section 303A.08 of the New York
Stock Exchange Listed Company Manual; accordingly, the Award has been granted outside of the Company’s existing equity compensation plans, however, except as otherwise provided in this Agreement, the Award will be governed in all respects as if
issued under the Plan, as currently in effect and as may be amended hereafter from time to time, as well as this Restricted Stock Award Agreement (the “Agreement”). 

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: 
 1. Grant of RSUs. 

(a) For valuable consideration, receipt of which is hereby acknowledged, the Company hereby grants the number of restricted stock units
(“RSUs”) to the Participant set forth on Schedule A, on the terms and conditions hereinafter set forth, and pursuant and subject to the terms of the Plan. Each RSU represents the unfunded, unsecured right of the Participant to
receive one share of the Company’s Common Stock (each, a “Share”). The Participant will become vested in the RSUs, and take delivery of the Shares, as set forth in this Agreement. 

(b) This Award has been granted as an “employment inducement award” pursuant to the exemption provided by Section 303A.08 of the
New York Stock Exchange Listed Company Manual, is not issued under the Plan, and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of this Agreement, the terms and conditions of the
Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if this Award had actually been issued under the Plan. 

2. Vesting and Timing of Transfer. 

(a) Unless otherwise provided herein, the Participant shall become vested in the RSUs in accordance with the Plan and the vesting provisions
set forth on Schedule A (each date on which all or a portion of the RSUs become vested thereunder, a “Vesting Date”), subject to the continued Employment of the Participant by the Company or a Subsidiary through the relevant Vesting
Date. 
 (b) Notwithstanding the foregoing, upon a termination of the Participant’s Employment by the Company or a Subsidiary without
Cause or by the Participant for Good Reason, a pro-rata portion of the installment of RSUs that would, but for such termination, be scheduled to vest on the next Vesting Date following such termination of
Employment will become vested upon the date of such termination. The pro-rata portion subject to such vesting shall be determined based on the number of days the Participant was employed by the Company or any
of its Subsidiaries since the immediately prior Vesting Date.












 (c) Upon the Participant’s death or Permanent Disability, all unvested RSUs shall
become immediately vested. 
 (d) Upon termination of the Participant’s Employment with the Company and all of its Subsidiaries for any
reason other than as set forth in Section 2(b) or (c) above, all unvested RSUs shall immediately be forfeited by the Participant, without payment of any consideration therefor. 

(e) The Board shall cause to be delivered to the Participant such Shares underlying any non-forfeited,
vested RSUs as soon as practicable after they become vested RSUs as provided in this Section 2 (but in no event later than 21⁄2 months after the last day of the calendar year in which such RSUs become so vested). 
 (f)
In the event of the death of the Participant the delivery of Shares under Section 2(e), as applicable, shall be made to the person or persons to whom the Participant’s rights under the Agreement shall pass by will or by the applicable laws
of descent and distribution. 
 (g) Upon each transfer of Shares in accordance with Section 2(e) above, the Company shall have satisfied
its obligation with respect to the number of RSUs equal to the number of Shares delivered to the Participant pursuant thereto, and the Participant shall have no further rights to claim any additional Shares in respect thereof. Notwithstanding the
foregoing, the Participant may elect to defer the transfer of Shares by providing notice to the Company in accordance with all applicable rules, policies, and procedures established by the Committee. 

3. Dividends. Unless otherwise provided pursuant to Section 4 below, from and after the Grant Date, the Participant will only be
entitled to receive dividend equivalent payments or other distributions, if any, with respect to Shares underlying the RSUs in accordance with the terms set forth in Schedule A. 

4. Adjustments Upon Certain Events. The Committee shall, in its sole discretion, make certain equitable substitutions or adjustments to
any Shares or RSUs subject to this Agreement pursuant to Section 10 of the Plan. 
 5. Definitions. For purposes of this
Agreement, the following terms shall have the following meanings: 
 “Cause” shall mean “Cause” as
defined in the Nielsen Holdings plc Severance Policy for Section 16 Officers and United-States-Based Senior Executives. 

“Good Reason” shall mean “Good Reason” as defined in the offer letter, dated November 16, 2018,
by and between Participant and the Company. 
 “Permanent Disability” shall mean “Disability” as
defined in the severance plan or policy of the Company in which the Participant is a participant on the Grant Date. 
 6. No Right to
Continued Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the Employment of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company
and its Subsidiaries, which are hereby expressly reserved, to terminate the Employment of the Participant at any time for any reason whatsoever, with or without Cause, subject to the applicable provisions of, if any, the Participant’s
Employment Agreement or offer letter provided by the Company or any Subsidiary to the Participant. 

  
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 7. No Acquired Rights. Participant acknowledges and accepts that the Board has the
power to amend or terminate the Plan, to the extent permitted thereunder, at any time. The Participant further acknowledges and accepts that (a) this Award is not to be considered part of any normal or expected compensation; (b) the value
of the RSUs or the Shares shall not be used for purposes of determining any benefits or compensation payable to the Participant or the Participant’s beneficiaries or estate under any benefit arrangement of the Company or any Subsidiary,
including but not limited to severance or indemnity payments; and (c) the termination of the Participant’s Employment with the Company and all Subsidiaries under any circumstances whatsoever will give the Participant no claim or right of
action against the Company or any Subsidiary in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of Employment. 

8. No Rights of a Stockholder. The Participant shall not have any rights or privileges as a stockholder of the Company until the Shares
underlying vested RSUs have been registered in the Company’s register of stockholders as being held by the Participant. 
 9.
Transferability. RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 9 shall be void and unenforceable against the Company or any Subsidiary or Affiliate. 

10. Withholding. The Participant may be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the
right and is hereby authorized to withhold from any transfer due under this Agreement or under the Plan or from any compensation or other amount owing to the Participant, applicable withholding taxes with respect to any transfer under this Agreement
or under the Plan and to take such action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes, pursuant to Section 4(c) of the Plan. 

11. Choice of Law. This agreement shall be governed by and construed in accordance with the laws of the state of New York without regard
to conflicts of law, except to the extent that the issue or transfer of Shares shall be subject to mandatory provisions of the laws of England and Wales. 

12. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and
read a copy of the Plan. All RSUs are subject to the Plan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail;
provided, however, that for purposes of this Award, in order for an award to constitute a Substitute Award under Section 10 of the Plan, the award must be denominated in shares of publicly traded stock which are traded on an established U.S. or
U.K. securities exchange. 
 13. Signature in Counterparts. If executed in writing, this Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 14.
Section 409A of the Code. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in
the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement
may not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring
any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant’s termination of employment with the Company the Participant is a “specified employee” as
defined in Section 409A of the Internal Revenue Code of 1986, as amended and the deferral of the 

  
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commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under
Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date
that is six months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax). The Participant is solely
responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the RSUs (including any taxes and penalties under Section 409A), and neither the Company nor any
of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all of such taxes or penalties. If the RSUs are considered “deferred compensation” subject to
Section 409A, references in this Agreement and the Plan to “termination of Employment” and “separation from service” (and substantially similar phrases) shall mean “separation from service” within the meaning of
Section 409A. For purposes of Section 409A, each payment that may be made in respect of the RSUs is designated as a separate payment. 

15. Confidential Information; Non-Compete;
Non-Solicitation 
 The Participant acknowledges and agrees that the Participant is bound by and
will comply with the restrictive covenants and obligations contained in the Appendix to this Agreement, which covenants and obligations are incorporated herein by reference and made a part of this Agreement. 

16. Data Privacy 
 If a
Participant is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of their personal data under applicable local law, the Participant hereby consents for the purposes of the Plan. 

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, the Company will separately provide a Participant
with information on the collection, processing and transfer of their personal data, including the grounds for processing. 
 17.
Forfeiture of Grant 
 If the Participant does not sign and return this Agreement within six months following the Grant Date, the RSUs
shall be forfeited and shall be of no further force and effect. 
 18. Amendment 

This Agreement may only be amended by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.


  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 
  

			
	Nielsen Holdings plc
		
	By:	 	Nancy Ramsey Phillips
		 	Chief Human Resources Officer
	
	PARTICIPANT:
	
	David Kenny
	
	Online grant acceptance satisfies signature requirement
	
	  




  
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 Schedule A 

 

			
	Name:	  	David Kenny
		
	Grant Date:	  	December 3, 2018 (“Hire Date”)
		
	Vesting Commencement Date:	  	December 3, 2018
		
	Number of RSUs:	  	54,285
		
	Normal Vesting of RSUs:	  	December 3, 2021
		
	Vesting on a “Change in Control”:	  	Per Plan terms in effect on the date of the offer letter.
		
	Dividends:	  	RSUs, whether or not vested, shall be credited with dividend equivalents as and when dividends are paid on the Company’s actual shares, with such dividend equivalents deemed to be invested in additional RSUs for the
Participant’s account as of the corresponding dividend payment date (which additional RSUs shall vest upon the vesting of the underlying RSUs to which they are attributable). No dividend equivalents shall be credited with respect to any
fractional shares in a Participant’s account.


  
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 APPENDIX 

Confidential Information; Non-Compete; Non-Solicitation

 1. In consideration of the Company entering into this Agreement with the Participant, the Participant shall not, directly or
indirectly, (i) at any time during or after the Participant’s employment with the Company or any of its subsidiaries, parents or affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below)
except (A) when required to perform his or her duties to Nielsen; (B) as required by law or judicial process; or (C) in connection with any Protected Activity (as defined below) by the Participant; or (ii) at any time during the
Participant’s employment with Nielsen and for a period of 12 months thereafter or, if the Participant’s employment with Nielsen is terminated under circumstances that entitle the Participant to receive severance under any severance plan,
policy or agreement with Nielsen applicable to the Participant at the time of such termination, for the duration of the applicable severance period under such plan, policy or agreement if such severance period is longer than 12 months (with, for the
avoidance of doubt, the severance period for any lump sum severance payment being equal to the number of months of base salary being paid in such lump sum (for example, 1.5x base salary equates to a severance period of 18 months)) (A) associate with
(whether as a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen, in any geographic or market area where Nielsen conducts business or
provides products or services (or which the Participant has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months); provided, however, that nothing herein shall be deemed to prohibit the
Participant’s ownership of not more than 2% of the publicly-traded securities of any competing business; (B) induce, influence, encourage or solicit in any manner any (x) client or prospective client with which the Participant had
interactions in connection with his/her employment in the 18 months prior to termination of the Participant’s employment with Nielsen, or (y) vendor or supplier of Nielsen, to cease or reduce doing business with Nielsen or to do business
with any business in competition with the business of Nielsen; (C) solicit, recruit, or seek to hire, or otherwise assist or participate in any way in the solicitation or recruitment of, any person who has been employed or engaged by Nielsen at
any time during the 6 months immediately preceding the termination of the Participant’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement
of, any such person to terminate his or her employment or engagement with Nielsen; or (D) hire or otherwise assist or participate in any way in the hiring of, any person who has been employed or engaged by Nielsen at any time during the 6
months immediately preceding the termination of the Participant’s employment. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Participant and the Company or any
subsidiary or affiliate thereof are parties. For purposes of this agreement, the “business of Nielsen” means consumer purchasing measurement and analytics, media audience measurement and analytics, and any other line of business in which
Nielsen is engaged at the time of the termination of the Participant’s employment (or which the Participant has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months). If the
Participant is primarily providing services in California at the time the Participant’s employment with Nielsen terminates, then sub-clauses (A), (B) and (D) of clause (ii) of this
Section 1 shall not apply following such termination. If the Participant lived or provided services in Massachusetts for at least thirty (30) days immediately preceding the Participant’s termination, then sub-clause (A) of clause (ii) of this Section 1 shall not apply following such termination. 

2. “Confidential Information” shall include all trade secrets and proprietary or other confidential information owned, possessed or
used by Nielsen in any form, whether or not explicitly designated as confidential information, including, without limitation, business plans, strategies, customer lists, customer projects, cooperator lists, personnel information, financial
information, pricing information, cost information, methodologies, software, 

  
 7 













 
data, and product research and development. Confidential Information shall not include any information that is generally known to the industry or the public other than as a result of the
Participant’s breach of this covenant or any breach of other confidentiality obligations by the Participant, employees or third parties. 

3. If the Participant performs services for an entity other than Nielsen at any time prior to the end of the
12-month post-termination period or, if longer, the applicable severance period (whether or not such entity is in competition with Nielsen), the Participant shall notify the Company on or prior to the
commencement thereof. To “perform services” shall mean employment or services as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation. 

4. If at any time a court holds that the restrictions stated in Section 1 above are unreasonable or otherwise unenforceable under
circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area or, if the court does
not undertake such substitution, then the remainder of Section 1 shall be given full effect without regard to the invalid portion. Because the Participant’s services are unique and because the Participant has had and will continue to have
access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, Nielsen or its successors or assigns may,
in addition to other rights and remedies existing in their favor, (i) apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof
(without the posting of a bond or other security); and (ii) may require the Participant (A) to forfeit any vested or unvested portion of the Grant and to return all Shares previously issued to the Participant under the Grant (“Grant
Shares”); and (B) to pay to Nielsen the full value of any consideration received for the Grant Shares that were previously sold by the Participant or otherwise disposed of to a third party (or if no such consideration was received, the
then fair market value of the Grant Shares). 
 5. The Participant acknowledges that the restrictions in Section 1 above are not greater
than required to protect Nielsen’s legitimate business interests, including without limitation the protection of its Confidential Information and the protection of its client relationships, and are reasonably limited in time or duration,
geography and scope of activity. The Participant further acknowledges that, viewed separately or together, the restrictions in Section 1 above do not unfairly or unreasonably restrict the Participant’s ability to obtain other comparable
employment, earn a living, work in any particular area or otherwise impose an undue hardship on Participant. 
 6. Protected Activity.
Nothing in this Agreement shall prohibit or impede the Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a
“Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower
provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the
attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Except as
otherwise provided in this paragraph or under 

  
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applicable law, under no circumstance is the Participant authorized to disclose any information covered by Nielsen’s attorney-client privilege or attorney work product, or Nielsen’s
trade secrets, without Nielsen’s prior written consent. The Participant does not need the prior authorization of (or to give notice to) Nielsen regarding any communication, disclosure, or activity described in this paragraph. 

  
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 Exhibit 1C – New Hire PSO 

PERFORMANCE STOCK OPTION AGREEMENT 

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule
A”, such date, the “Grant Date”) by and between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the
“Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (hereinafter referred to as the “Optionee”). Any capitalized terms herein
not otherwise defined in this Agreement shall have the meaning set forth in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”). 

WHEREAS, the Committee has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the
Option provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or any Subsidiary, and has advised the Company thereof and instructed the undersigned officers to issue said Option; and 

WHEREAS, this Award has been granted as an “employee inducement award” under Section 303A.08 of the New York Stock Exchange
Listed Company Manual; accordingly, the Award has been granted outside of the Company’s existing equity compensation plans, however, except as otherwise provided in this Agreement, the Award will be governed in all respects as if issued under
the Plan, as currently in effect and as may be amended hereafter from time to time, as well as this Restricted Stock Award Agreement (the “Agreement”). 

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. Cause 

“Cause” shall mean “Cause” as defined in the Nielsen Holdings plc Severance Policy for Section 16 Officers and
United-States-Based Senior Executives. 
 Section 1.2. Good Reason 

“Good Reason” shall mean “Good Reason” as defined in offer letter, dated November 16, 2018, between the
Optionee and the Company. 
 Section 1.3. Option 

“Option” shall mean the right and option to acquire, on the terms and conditions set forth in Section 3.1, all or any
part of an aggregate of the number of Shares, as shall be evidenced by entry in the Company’s shareholder register, set forth on Schedule A. 












 Section 1.4. Permanent Disability 

“Permanent Disability” shall mean “Disability” as defined in the severance plan or policy of the Company in which
the Optionee is a participant on the Grant Date. 
 Section 1.5. Retirement 

“Retirement” shall mean (a) any statutorily mandated retirement date required under laws applicable to the Optionee or
(b) such other retirement date (which date may vary by Optionee) as may be approved by the Committee or a designated officer of the Company, as delegated in accordance with the Plan. 

ARTICLE II 
 GRANT OF OPTIONS

 Section 2.1. Grant of Options 

(a) 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. 
 (b) This Award has been granted as an “employment inducement award” pursuant to the
exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual, is not issued under the Plan, and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of
this Agreement, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if this Award had actually been issued under the Plan. 

Section 2.2. Exercise Price 

Subject to Section 2.4, the exercise price of the Shares covered by the Option (the “Option Price”) shall be as set forth
on Schedule A. 
 Section 2.3. No Guarantee of Employment 

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the Employment of the Company or any
Subsidiary or shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which are hereby expressly reserved, to terminate the Employment of the Optionee at any time for any reason whatsoever, with or without cause,
subject to the applicable provisions of, if any, the Optionee’s employment agreement with the Company or a Subsidiary, or an offer letter provided by the Company or a Subsidiary to the Optionee. 

Section 2.4. Adjustments to Option 

The Option shall be adjusted pursuant to Section 10(a) 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. 

  
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 ARTICLE III 

PERIOD OF EXERCISABILITY 

Section 3.1. Commencement of Exercisability 

(a) The Option shall be subject to both performance and service vesting conditions as described in Sections 3.1(b) and (c) below, and will
only be vested and exercisable with respect to any of the Shares subject thereto when both the performance and service conditions have been achieved with respect to such Shares (except as otherwise provided in this Section 3.1). 

(b) The Option will satisfy the performance vesting component (the “Performance Vesting Condition”) with respect to 100% of
the Shares subject thereto if, on or prior to the Share Price Goal End Date set forth on Schedule A, the closing price for one Share as listed on the New York Stock Exchange has equaled or exceeded the Share Price Goal set forth on
Schedule A for a period greater than or equal to 21 consecutive trading days. If the Performance Vesting Condition has not been achieved on or prior to the Share Price Goal End Date (and provided that the Option has not otherwise become
vested and exercisable in connection with an earlier Change in Control or the Optionee’s termination of employment due to death or Permanent Disability), the Option shall be automatically cancelled without payment upon the Share Price Goal End
Date. 
 (c) Except as otherwise provided in this Section 3, the Shares subject to the Option will satisfy the service vesting component
(the “Service Vesting Condition”) with respect to one-third (1/3rd) of the Shares subject thereto based on the Optionee’s continued
employment with the Company or any Subsidiary through each of the Service Vesting Dates set forth in Schedule A (each such date, a “Service Vesting Date”). 

(d) Upon a Change in Control that occurs on or prior to the Share Price Goal End Date, the Option (to the extent it then remains outstanding)
shall be deemed to have satisfied the Performance Vesting Condition, and (i) if the Option is not assumed, continued, or substituted by the Company or its successor as provided in Section 10 of the Plan and the Optionee is employed with
the Company or any of its Subsidiaries on the effective date of the Change in Control, then, on the effective date of the Change in Control, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject
thereto; provided, however, that for purposes of this Award, in order for an award to constitute a Substitute Award under Section 10 of the Plan, the award must be denominated in shares of publicly traded stock which are traded on an
established U.S. or U.K. securities exchange; and (ii) if the Option is so assumed, continued or substituted by the Company or its successor, then the Option shall remain subject to satisfaction of the Service Vesting Condition;
provided, that, if, prior to the final Service Vesting Date, the Optionee’s employment with the Company and its Subsidiaries (or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause,
terminated by the Optionee for Good Reason, or terminates due to the Optionee’s death, Permanent Disability or Retirement, then the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto
effective upon the date of such termination of employment. 
 (e) Upon a termination of the Optionee’s Employment for any reason (other
than for Cause by the Company or any Subsidiary, without Good Reason by the Optionee or due to the Optionee’s death or Permanent Disability) prior to a Change in Control, (i) if the Performance Vesting Condition has been satisfied on or
prior to the date of such termination of Employment, a pro-rata portion of the Shares subject to the Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the
next Service Vesting Date following such termination of 

  
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Employment will be deemed to have satisfied the Service Vesting Condition upon such termination date, with such pro-rata portion determined based on the
number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days and (ii) if the Performance Vesting Condition has not been satisfied on or prior to the
date of such termination of Employment, that portion of the Option that has satisfied the Service Vesting Condition on or prior to the date of termination plus a pro-rata portion of the Shares subject to the
Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the next Service Vesting Date following such termination of Employment, with such pro-rata portion
determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days (such portions of the Option, collectively, the “Service Vested
Portion”), shall remain outstanding following such termination and shall vest and become exercisable on the date on which the Performance Vesting Condition is satisfied; provided, that, if the Performance Vesting Condition is not satisfied
on or prior to the Share Price Goal End Date, the Service Vested Portion shall be automatically cancelled without payment upon the Share Price Goal End Date. 

(f) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall
become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto, without regard to whether either the Service Vesting Condition or Performance Vesting Condition has been satisfied at the time of such termination of
Employment. 
 (g) Notwithstanding the foregoing, no portion of the Option shall become exercisable as to any additional Shares (which do not
otherwise become exercisable in accordance with Sections 3.1(d), (e), or (f) above) following the Optionee’s termination of Employment for any reason and any portion of the Option which is unexercisable as of the Optionee’s
termination of Employment, shall be immediately cancelled without payment therefor. Accordingly, except as is provided in Sections 3.1(d) and (f), if at the time of the Optionee’s termination, the Performance Vesting Condition has not been
satisfied, then the Option shall automatically expire without becoming exercisable even if all or a portion of the Option has satisfied the Service Vesting Condition. 

Section 3.2. Expiration of Option 

The Optionee may not exercise any portion of the Option to any extent after the first to occur of the following events: 

(a) The seventh anniversary of the Grant Date; provided that the Optionee remains in the Employment of the Company or any Subsidiary
through such date; 
 (b) Six months after (i) the Optionee’s Employment is terminated by the Company and all its Subsidiaries
without Cause or the Optionee terminates employment for Good Reason (unless earlier terminated as provided in Section 3.2(g) below) or (ii) solely in the case of the Service Vested Portion, if such Service Vested Portion becomes vested and
exercisable following such termination pursuant to Section 3.1(e), the date on which the Service Vested Portion vests and becomes exercisable; 

(c) The first anniversary of the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by
reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.2(g) below); 
 (d) Unless earlier
terminated as provided in Section 3.2(g) below, three months after the Optionee’s termination of Employment without Good Reason (other than due to death or Permanent Disability) unless, in the Company’s sole determination, such
termination is in connection with the rendering of services (as proprietor, investor, director, officer, employee, consultant, partner or otherwise) to any business that competes with the business of the Company, in which event the Option shall
expire immediately upon termination of employment with the Company; 

  
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 (e) Immediately upon the date of the Optionee’s termination of Employment with the
Company and all its Subsidiaries for Cause; 
 (f) Immediately upon the date of the Optionee’s termination of Employment for any reason
other than by reason of death or Permanent Disability or as provided in Section 3.1(e)(ii), if the Performance Vesting Condition has not been satisfied as of the date of such termination; or 

(g) At the discretion of the Company, if the Committee so determines pursuant to Section 10 of the Plan. 

Notwithstanding anything set forth in this Section 3.2 to the contrary, in the event any vested and exercisable portion of the Option is
scheduled to expire pursuant to any of Sections 3.2(a), (b), (c) or (d) above, and the Option Price is at least $0.10 less than the Fair Market Value on the applicable expiration date, then on the date that such exercisable portion of the
Option is scheduled to expire, such exercisable portion of the Option (to the extent not previously exercised by the Optionee) shall be automatically exercised on behalf of the Optionee and the net number of Shares resulting from such automatic
exercise (after deduction for payment of the exercise price and withholding taxes) shall be delivered to the Optionee as soon as practicable thereafter. 

For purposes of the foregoing, to the extent the Optionee is employed outside of the United States, the date on which the Optionee’s
Employment terminates shall be the earliest of (i) the date on which the Company, or the Subsidiary that employs him, provides the Optionee with notice of termination of Employment, (ii) the last day of the Optionee’s active service
with the Company and its Subsidiaries; or (iii) the last day on which the Optionee is an employee of the Company or the Subsidiary that employs him, as determined in each case without including any required advance notice period and
irrespective of the status of the termination under local labor or employment laws. 
 ARTICLE IV 

EXERCISE OF OPTION 

Section 4.1. Person Eligible to Exercise 

During the lifetime of the Optionee, only he may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable
portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then-applicable
laws of descent and distribution. 
 Section 4.2. Partial Exercise 

Any exercisable portion of the 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, that any partial exercise shall be for whole Shares only. 

  
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 Section 4.3. Manner of Exercise 

The Option, or any exercisable portion thereof, may be exercised solely by delivering to the designated individual at the Company or his office
all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: 
 (a) Notice from the
Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules, policies, and procedures established by the
Committee; 
 (b) Full payment (in cash or by check or by a combination thereof) for the Shares with respect to which the Option or portion
thereof is exercised (the “net settlement” feature as described in the Plan shall not be permitted); 
 (c) Full payment (in cash
or by check or by a combination thereof) of all amounts which, under applicable law, the Company is required to withhold upon exercise of the Option; and 

(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise the Option. 
 Without limiting the generality of the foregoing, the
Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, as amended. 

Section 4.4. Conditions to Issuance of Shares 

The Shares issuable upon the exercise of the Option, or any portion thereof, shall not be required to be so physically issued to the Optionee.
For the avoidance of doubt, Shares shall be deemed to have been issued when evidenced by entry in the Company’s shareholder register. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for Shares acquired upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: 

(a) The obtaining of approval or other clearance from any state, provincial or federal governmental agency which the Committee shall, in its
reasonable and good faith discretion, determine to be necessary or advisable (and the Company and the Optionee shall each use reasonable efforts to obtain all such clearances and approvals as soon as reasonably practicable); and 

(b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience or as may otherwise be required by applicable law. 
 Section 4.5. Rights as Shareholder 

The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares he may be issued
upon the exercise of the Option or any portion thereof unless and until such Shares shall have been issued as evidenced by entry in the Company’s shareholder register upon satisfaction of the conditions set forth in Section 4.4. 

  
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 ARTICLE V 

MISCELLANEOUS 

Section 5.1. Administration 

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Optionee, 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 Option. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. 
 Section 5.2. Option Not
Transferable 
 Subject to applicable law to the contrary, neither the Option nor any interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect;
provided, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or to a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may
include only the Optionee, his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal
descendants, then to the ultimate beneficiaries of any such trust or to the estate of a deceased beneficiary. 
 Section 5.3. Notices 

Any written notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the designated
individual, and any notice to be given to the Optionee shall be addressed to him at the address on file at the Company; provided that notice may be provided electronically by complying with any applicable rules, policies, and procedures
established by the Committee. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to it or him. Any notice which is required to be given to the Optionee, shall, if the
Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by notice under this Section 5.3 that complies with any applicable rules,
policies, and procedures established by the Committee. Written notice, if permitted by the Committee, shall have been deemed duly given, in each case as follows: (a) upon electronic confirmation of facsimile, (b) one business day following
the date sent when sent by overnight delivery and (c) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid. 

Section 5.4. Titles; Pronouns 

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The
masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. 

  
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 Section 5.5. Applicability of Plan  

The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan,
to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of this Agreement shall control. 

Section 5.6. Amendment 
 This
Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement. 

Section 5.7. Governing Law 
 The
laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the extent that the issue or transfer of Shares shall be subject to mandatory provisions of the laws of England and
Wales. 
 Section 5.8. Arbitration 

In the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the
parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration
process shall take place within the Borough of Manhattan, in the City of New York, New York. The decision of the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a
detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and expenses. Notwithstanding anything herein to the contrary, if
the Optionee’s employment agreement or offer letter contains a similar provision relating to arbitration and/or dispute resolution, such provision in the employment agreement or offer letter shall govern any controversy hereunder. 

Section 5.9. Code Section 409A 

Notwithstanding any other provisions of this Agreement or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended,
paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Optionee. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the
Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that
would not result in the Optionee incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a
“specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent
any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional
tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection 

  
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with the Option (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the
Optionee (or any beneficiary) harmless from any or all of such taxes or penalties. If the Option is considered “deferred compensation” subject to Section 409A, references in this Agreement and the Plan to “termination of
Employment” and “separation from service” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For purposes of Section 409A, each payment that may be made in
respect of the Option is designated as a separate payment. 
 Section 5.10. Counterparts 

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. 
 Section 5.11. No Acquired Rights 

Optionee acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time.
Optionee further acknowledges and accepts that (a) this Award is not to be considered part of any normal or expected compensation; (b) the value of the Option or the Shares shall not be used for purposes of determining any benefits or
compensation payable to the Optionee or the Optionee’s beneficiaries or estate under any benefit arrangement of the Company or any Subsidiary, including but not limited to severance or indemnity payments; and (c) the termination of the
Participant’s Employment with the Company and all Subsidiaries under any circumstances whatsoever will give the Participant no claim or right of action against the Company or any Subsidiary in respect of any loss of rights under this Agreement
or the Plan that may arise as a result of such termination of Employment. 
 Section 5.12 Confidential Information;
Non-Compete; Non-Solicitation 
 The Optionee
acknowledges and agrees that the Optionee is bound by and will comply with the restrictive covenants and obligations contained in the Appendix to this Agreement, which covenants and obligations are incorporated herein by reference and made a part of
this Agreement. 
 Section 5.13 Data Privacy 

If the Optionee is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of his personal
data under applicable local law, the Optionee hereby consents for the purposes of the Plan. 
 For the purposes of compliance with the
General Data Protection Regulation (EU) 2016/679, the Company will separately provide the Optionee with information on the collection, processing and transfer of his personal data, including the grounds for processing. 

Section 5.14 Forfeiture of Grant 
 If the
Optionee does not sign and return this Agreement within six months following the Grant Date, this Option shall be forfeited and shall be of no further force and effect. 

  
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	NIELSEN HOLDINGS PLC
		
	By:	 	Nancy Ramsey Phillips
		 	Chief Human Resources Officer
	
	OPTIONEE:
	
	David Kenny
	
	Online grant acceptance satisfies signature requirement
	
	  




  
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 Schedule A 

 

			
	Name of Optionee:	  	David Kenny
		
	Grant Date	  	December 3, 2018 (“Hire Date”)
		
	Aggregate number of Shares for which the Option granted hereunder is exercisable:	  	367,031
		
	Option Price per Share:	  	Grant Price
		
	Share Price Goal End Date:	  	December 3, 2018
		
	Share Price Goal:	  	$32.24
		
	Service Vesting Dates:	  	 122,344 on first anniversary of Hire Date
  

122,344on second anniversary of Hire Date
  

122,343 on third anniversary of Hire Date

		
	 Vesting on a “Change in

Control”:
	  	Per Section 3.1(d) of the Agreement.


  
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 APPENDIX 

Confidential Information; Non-Compete; Non-Solicitation

 1. In consideration of the Company entering into this Agreement with the Optionee, the Optionee shall not, directly or indirectly,
(i) at any time during or after the Optionee’s employment with the Company or any of its subsidiaries, parents or affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below) except
(A) when required to perform his or her duties to Nielsen; (B) as required by law or judicial process; or (C) in connection with any Protected Activity (as defined below) by the Optionee; or (ii) at any time during the
Optionee’s employment with Nielsen and for a period of 12 months thereafter or, if the Optionee’s employment with Nielsen is terminated under circumstances that entitle the Optionee to receive severance under any severance plan, policy or
agreement with Nielsen applicable to the Optionee at the time of such termination, for the duration of the applicable severance period under such plan, policy or agreement if such severance period is longer than 12 months (with, for the avoidance of
doubt, the severance period for any lump sum severance payment being equal to the number of months of base salary being paid in such lump sum (for example, 1.5x base salary equates to a severance period of 18 months)) (A) associate with (whether as
a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen, in any geographic or market area where Nielsen conducts business or provides
products or services (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months); provided, that nothing herein shall be deemed to prohibit the Optionee’s
ownership of not more than 2% of the publicly-traded securities of any competing business; (B) induce, influence, encourage or solicit in any manner any (x) client or prospective client with which the Optionee had interactions in
connection with his/her employment in the 18 months prior to termination of the Optionee’s employment with Nielsen, or (y) vendor or supplier of Nielsen, to cease or reduce doing business with Nielsen or to do business with any business in
competition with the business of Nielsen; (C) solicit, recruit, or seek to hire, or otherwise assist or participate in any way in the solicitation or recruitment of, any person who has been employed or engaged by Nielsen at any time during the
6 months immediately preceding the termination of the Optionee’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement of, any such person to
terminate his or her employment or engagement with Nielsen; or (D) hire or otherwise assist or participate in any way in the hiring of, any person who has been employed or engaged by Nielsen at any time during the 6 months immediately preceding
the termination of the Optionee’s employment. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Optionee and the Company or any subsidiary or affiliate thereof are
parties. For purposes of this agreement, the “business of Nielsen” means consumer purchasing measurement and analytics, media audience measurement and analytics, and any other line of business in which Nielsen is engaged at the time
of the termination of the Optionee’s employment (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months). If the Optionee is primarily providing services in
California at the time the Optionee’s employment with Nielsen terminates, then sub-clauses (A), (B) and (D) of clause (ii) of this Section 1 shall not apply following such termination. If
the Optionee lived or provided services in Massachusetts for at least thirty (30) days immediately preceding the Optionee’s termination, then sub-clause (A) of clause (ii) of this
Section 1 shall not apply following such termination. 
 2. “Confidential Information” shall include all trade secrets
and proprietary or other confidential information owned, possessed or used by Nielsen in any form, whether or not explicitly designated as confidential information, including, without limitation, business plans, strategies, customer lists, customer
projects, cooperator lists, personnel information, financial information, pricing information, cost information, methodologies, software, 

  
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data, and product research and development. Confidential Information shall not include any information that is generally known to the industry or the public other than as a result of the
Optionee’s breach of this covenant or any breach of other confidentiality obligations by the Optionee, employees or third parties. 
 3.
If the Optionee performs services for an entity other than Nielsen at any time prior to the end of the 12-month post-termination period or, if longer, the applicable severance period (whether or not such
entity is in competition with Nielsen), the Optionee shall notify the Company on or prior to the commencement thereof. To “perform services” shall mean employment or services as an employee, consultant, owner, partner, associate,
agent or otherwise on behalf of any person, principal, partnership, firm or corporation. 
 4. If at any time a court holds that the
restrictions stated in Section 1 above are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such
circumstances by such court will be substituted for the stated period, scope or area or, if the court does not undertake such substitution, then the remainder of Section 1 shall be given full effect without regard to the invalid portion.
Because the Optionee’s services are unique and because the Optionee has had and will continue to have access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement.
In the event of a breach or threatened breach of this Agreement, Nielsen or its successors or assigns may, in addition to other rights and remedies existing in their favor, (i) apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security); and (ii) may require the Optionee (A) to forfeit any vested or unvested
portion of the Grant and to return all Shares previously issued to the Optionee under the Grant (“Grant Shares”); and (B) to pay to Nielsen the full value of any consideration received for the Grant Shares that were previously
sold by the Optionee or otherwise disposed of to a third party (or if no such consideration was received, the then fair market value of the Grant Shares). 

5. The Optionee acknowledges that the restrictions in Section 1 above are not greater than required to protect Nielsen’s legitimate
business interests, including without limitation the protection of its Confidential Information and the protection of its client relationships, and are reasonably limited in time or duration, geography and scope of activity. The Optionee further
acknowledges that, viewed separately or together, the restrictions in Section 1 above do not unfairly or unreasonably restrict the Optionee’s ability to obtain other comparable employment, earn a living, work in any particular area or
otherwise impose an undue hardship on Optionee. 
 6. Protected Activity. Nothing in this Agreement shall prohibit or impede the
Optionee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible
violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in
each case such communications and disclosures are consistent with applicable law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in
confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in
the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to 

  
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court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Optionee authorized to disclose any information covered by Nielsen’s
attorney-client privilege or attorney work product, or Nielsen’s trade secrets, without Nielsen’s prior written consent. The Optionee does not need the prior authorization of (or to give notice to) Nielsen regarding any communication,
disclosure, or activity described in this paragraph. 

  
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 Exhibit 1D – Premium PSO 

PERFORMANCE STOCK OPTION AGREEMENT 

THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule
A”, such date, the “Grant Date”) by and between Nielsen Holdings plc, a company incorporated under the laws of England and Wales, having its registered office in the United Kingdom (hereinafter referred to as the
“Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (hereinafter referred to as the “Optionee”). Any capitalized terms herein
not otherwise defined in this Agreement shall have the meaning set forth in the Amended and Restated Nielsen 2010 Stock Incentive Plan (the “Plan”). 

WHEREAS, the Committee has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the
Option provided for herein to the Optionee as an incentive for increased efforts during his term of office with the Company or any Subsidiary, and has advised the Company thereof and instructed the undersigned officers to issue said Option; and 

WHEREAS, this Award has been granted as an “employee inducement award” under Section 303A.08 of the New York Stock Exchange
Listed Company Manual; accordingly, the Award has been granted outside of the Company’s existing equity compensation plans, however, except as otherwise provided in this Agreement, the Award will be governed in all respects as if issued under
the Plan, as currently in effect and as may be amended hereafter from time to time, as well as this Restricted Stock Award Agreement (the “Agreement”). 

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. Cause 

“Cause” shall mean “Cause” as defined in the severance Nielsen Holdings plc Severance Policy for Section 16
Officers and United-States-Based Senior Executives. 
 Section 1.2. Good Reason 

“Good Reason” shall mean “Good Reason” as defined in offer letter, dated November 16, 2018, between the
Optionee and the Company. 
 Section 1.3. Option 

“Option” shall mean the right and option to acquire, on the terms and conditions set forth in Section 3.1, all or any
part of an aggregate of the number of Shares, as shall be evidenced by entry in the Company’s shareholder register, set forth on Schedule A. 












 Section 1.4. Permanent Disability 

“Permanent Disability” shall mean “Disability” as defined in the severance plan or policy of the Company in which
the Optionee is a participant on the Grant Date. 
 Section 1.5. Retirement 

“Retirement” shall mean (a) any statutorily mandated retirement date required under laws applicable to the Optionee or
(b) such other retirement date (which date may vary by Optionee) as may be approved by the Committee or a designated officer of the Company, as delegated in accordance with the Plan. 

ARTICLE II 
 GRANT OF OPTIONS

 Section 2.1. Grant of Options 

(a) 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. 
 (b) This Award has been granted as an “employment inducement award” pursuant to the
exemption provided by Section 303A.08 of the New York Stock Exchange Listed Company Manual, is not issued under the Plan, and does not reduce the share reserve under the Plan. However, for purposes of interpreting the applicable provisions of
this Agreement, the terms and conditions of the Plan (other than those applicable to the share reserve) shall govern and apply to this Award as if this Award had actually been issued under the Plan. 

Section 2.2. Exercise Price 

Subject to Section 2.4, the exercise price of the Shares covered by the Option (the “Option Price”) shall be as set forth
on Schedule A. 
 Section 2.3. No Guarantee of Employment 

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the Employment of the Company or any
Subsidiary or shall interfere with or restrict in any way the rights of the Company or any Subsidiary, which are hereby expressly reserved, to terminate the Employment of the Optionee at any time for any reason whatsoever, with or without cause,
subject to the applicable provisions of, if any, the Optionee’s employment agreement with the Company or a Subsidiary, or an offer letter provided by the Company or a Subsidiary to the Optionee. 

Section 2.4. Adjustments to Option 

The Option shall be adjusted pursuant to Section 10(a) 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. 

  
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 ARTICLE III 

PERIOD OF EXERCISABILITY 

Section 3.1. Commencement of Exercisability 

(a) So long as the Optionee continues to be employed by the Company or any Subsidiary, subject to Section 3.1(b) below, the Option shall
become vested and exercisable in accordance with the terms set forth on Schedule A (each date of vesting, a “Vesting Date”). 
 (b)
Unless otherwise provided for in Schedule A, upon a Change in Control of the Company the Option shall be subject to the provisions set forth in Section 10 of the Plan in effect on the date of the offer letter identified in Section 1.2;
provided, however, that for purposes of this Award, in order for an award to constitute a Substitute Award under Section 10 of the Plan, the award must be denominated in shares of publicly traded stock which are traded on an established U.S. or
U.K. securities exchange. 
 (c) Upon a termination of the Optionee’s Employment for any reason (other than for Cause by the Company or
any Subsidiary without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to the Optionee’s death or Permanent Disability), a pro-rata portion of the installment of the
Option that would, but for such termination, be scheduled to vest on the next Vesting Date following such termination of Employment will become vested upon the date of such termination, with such pro-rata
portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Vesting Date, relative to 365 days. 

(d) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall
become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto. 
 (e) Notwithstanding the foregoing, no
portion of the Option shall become exercisable as to any additional Shares (which do not otherwise become exercisable in accordance with Section 3.1(a), (b) or (c) above) following the termination of Employment of the Optionee for any
reason and any portion of the Option which is unexercisable as of the Optionee’s termination of Employment, shall be immediately cancelled without payment therefor. 

Section 3.2. Expiration of Option 

The Optionee may not exercise any portion of the Option to any extent after the first to occur of the following events: 

(a) The seventh anniversary of the Grant Date; provided that the Optionee remains in the Employment of the Company or any Subsidiary
through such date; 
 (b) Six months after (i) the Optionee’s Employment is terminated by the Company and all its Subsidiaries
without Cause or the Optionee terminates employment for Good Reason (unless earlier terminated as provided in Section 3.2(f) below); 

(c) The first anniversary of the date of the Optionee’s termination of Employment, if the Optionee’s Employment is terminated by
reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.2(f) below); 

  
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 (d) Unless earlier terminated as provided in Section 3.2(f) below, three months after
the Optionee’s termination of Employment without Good Reason (other than due to death or Permanent Disability) unless, in the Company’s sole determination, such termination is in connection with the rendering of services (as proprietor,
investor, director, officer, employee, consultant, partner or otherwise) to any business that competes with the business of the Company, in which event the Option shall expire immediately upon termination of employment with the Company; 

(e) Immediately upon the date of the Optionee’s termination of Employment with the Company and all its Subsidiaries for Cause; or 

(f) At the discretion of the Company, if the Committee so determines pursuant to Section 10 of the Plan. 

Notwithstanding anything set forth in this Section 3.2 to the contrary, in the event any vested and exercisable portion of the Option is
scheduled to expire pursuant to any of Sections 3.2(a), (b), (c) or (d) above, and the Option Price is at least $0.10 less than the Fair Market Value on the applicable expiration date, then on the date that such exercisable portion of the
Option is scheduled to expire, such exercisable portion of the Option (to the extent not previously exercised by the Optionee) shall be automatically exercised on behalf of the Optionee and the net number of Shares resulting from such automatic
exercise (after deduction for payment of the exercise price and withholding taxes) shall be delivered to the Optionee as soon as practicable thereafter. 

ARTICLE IV 
 EXERCISE OF OPTION

 Section 4.1. Person Eligible to Exercise 

During the lifetime of the Optionee, only he may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable
portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.2, be exercised by his personal representative or by any person empowered to do so under the Optionee’s will or under the then-applicable
laws of descent and distribution. 
 Section 4.2. Partial Exercise 

Any exercisable portion of the 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, that any partial exercise shall be for whole Shares only. 

Section 4.3. Manner of Exercise 

The Option, or any exercisable portion thereof, may be exercised solely by delivering to the designated individual at the Company or his office
all of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: 
 (a) Notice from the
Optionee or the other person then entitled to exercise the Option or portion thereof, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules, policies, and procedures established by the
Committee; 

  
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 (b) Full payment (in cash or by check or by a combination thereof) for the Shares with
respect to which the Option or portion thereof is exercised (the “net settlement” feature as described in the Plan shall not be permitted); 

(c) Full payment (in cash or by check or by a combination thereof) of all amounts which, under applicable law, the Company is required to
withhold upon exercise of the Option; and 
 (d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1
by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option. 
 Without limiting the
generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of the Option does not violate the Securities Act of 1933, as amended. 

Section 4.4. Conditions to Issuance of Shares 

The Shares issuable upon the exercise of the Option, or any portion thereof, shall not be required to be so physically issued to the Optionee.
For the avoidance of doubt, Shares shall be deemed to have been issued when evidenced by entry in the Company’s shareholder register. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for Shares acquired upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions: 

(a) The obtaining of approval or other clearance from any state, provincial or federal governmental agency which the Committee shall, in its
reasonable and good faith discretion, determine to be necessary or advisable (and the Company and the Optionee shall each use reasonable efforts to obtain all such clearances and approvals as soon as reasonably practicable); and 

(b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience or as may otherwise be required by applicable law. 
 Section 4.5. Rights as Shareholder 

The Optionee shall not be, nor have any of the rights or privileges of, a shareholder of the Company in respect of any Shares he may be issued
upon the exercise of the Option or any portion thereof unless and until such Shares shall have been issued as evidenced by entry in the Company’s shareholder register upon satisfaction of the conditions set forth in Section 4.4. 

ARTICLE V 
 MISCELLANEOUS

 Section 5.1. Administration 

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Optionee, 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 Option. In its absolute discretion, the Board may at any time
and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement. 

  
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 Section 5.2. Option Not Transferable 

Subject to applicable law to the contrary, neither the Option nor any interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, that this
Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution or to a partnership, limited liability company, corporation, trust or custodianship, the beneficiaries of which may include only the Optionee,
his spouse (or ex-spouse) or his lineal descendants (including adopted children) or, if at any time after any such transfer there shall be no then living spouse or lineal descendants, then to the ultimate
beneficiaries of any such trust or to the estate of a deceased beneficiary. 
 Section 5.3. Notices 

Any written notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the designated
individual, and any notice to be given to the Optionee shall be addressed to him at the address on file at the Company; provided that notice may be provided electronically by complying with any applicable rules, policies, and procedures
established by the Committee. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to be given to it or him. Any notice which is required to be given to the Optionee, shall, if the
Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by notice under this Section 5.3 that complies with any applicable rules,
policies, and procedures established by the Committee. Written notice, if permitted by the Committee, shall have been deemed duly given, in each case as follows: (a) upon electronic confirmation of facsimile, (b) one business day following
the date sent when sent by overnight delivery and (c) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid. 

Section 5.4. Titles; Pronouns 

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. The
masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates. 

Section 5.5. Applicability of Plan  

The Option and the Shares issued to the Optionee upon exercise of the Option shall be subject to all of the terms and provisions of the Plan,
to the extent applicable to the Option and such Shares. In the event of any conflict between this Agreement and the Plan, the terms of this Agreement shall control. 

  
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 Section 5.6. Amendment 

This Agreement may be amended only by a writing executed by the parties hereto, which specifically states that it is amending this Agreement.

 Section 5.7. Governing Law 

The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, except to the
extent that the issue or transfer of Shares shall be subject to mandatory provisions of the laws of England and Wales. 

Section 5.8. Arbitration 
 In
the event of any controversy among the parties hereto arising out of, or relating to, this Agreement which cannot be settled amicably by the parties, such controversy shall be finally, exclusively and conclusively settled by mandatory arbitration
conducted expeditiously in accordance with the American Arbitration Association rules, by a single independent arbitrator. Such arbitration process shall take place within the Borough of Manhattan, in the City of New York, New York. The decision of
the arbitrator shall be final and binding upon all parties hereto and shall be rendered pursuant to a written decision, which contains a detailed recital of the arbitrator’s reasoning. Judgment upon the award rendered may be entered in any
court having jurisdiction thereof. Each party shall bear its own legal fees and expenses. Notwithstanding anything herein to the contrary, if the Optionee’s employment agreement or offer letter contains a similar provision relating to
arbitration and/or dispute resolution, such provision in the employment agreement or offer letter shall govern any controversy hereunder. 

Section 5.9. Code Section 409A 

Notwithstanding any other provisions of this Agreement or the Plan, the Option granted hereunder shall not be deferred, accelerated, extended,
paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Optionee. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the
Code, the transfer of Shares under this Agreement may not be made at the time contemplated hereunder without causing the Optionee to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that
would not result in the Optionee incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Optionee’s termination of Employment with the Company the Optionee is a
“specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of Employment is necessary in order to prevent
any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or
provided to the Optionee) until the date that is six months following the Optionee’s termination of Employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional
tax). The Optionee is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Optionee in connection with the Option (including any taxes and penalties under Section 409A), and
neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold the Optionee (or any beneficiary) harmless from any or all of such taxes or penalties. If the Option is considered “deferred
compensation” subject to Section 409A, references in this Agreement and the Plan to “termination of Employment” and “separation from service” (and substantially similar phrases) shall mean “separation from
service” within the meaning of Section 409A. For purposes of Section 409A, each payment that may be made in respect of the Option is designated as a separate payment. 

  
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 Section 5.10. Counterparts 

This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. 
 Section 5.11. No Acquired Rights 

Optionee acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time.
Optionee further acknowledges and accepts that (a) this Award is not to be considered part of any normal or expected compensation; (b) the value of the Option or the Shares shall not be used for purposes of determining any benefits or
compensation payable to the Optionee or the Optionee’s beneficiaries or estate under any benefit arrangement of the Company or any Subsidiary, including but not limited to severance or indemnity payments; and (c) the termination of the
Participant’s Employment with the Company and all Subsidiaries under any circumstances whatsoever will give the Participant no claim or right of action against the Company or any Subsidiary in respect of any loss of rights under this Agreement
or the Plan that may arise as a result of such termination of Employment. 
 Section 5.12 Confidential Information;
Non-Compete; Non-Solicitation 
 The Optionee
acknowledges and agrees that the Optionee is bound by and will comply with the restrictive covenants and obligations contained in the Appendix to this Agreement, which covenants and obligations are incorporated herein by reference and made a part of
this Agreement. 
 Section 5.13 Data Privacy 

If the Optionee is employed outside the European Economic Area and consent is needed for the collection, processing or transfer of his personal
data under applicable local law, the Optionee hereby consents for the purposes of the Plan. 
 For the purposes of compliance with the
General Data Protection Regulation (EU) 2016/679, the Company will separately provide the Optionee with information on the collection, processing and transfer of his personal data, including the grounds for processing. 

Section 5.14 Forfeiture of Grant 
 If the
Optionee does not sign and return this Agreement within six months following the Grant Date, this Option shall be forfeited and shall be of no further force and effect. 

  
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	NIELSEN HOLDINGS PLC
		
	By:	 	Nancy Ramsey Phillips
		 	Chief Human Resources Officer
	
	OPTIONEE:
	
	David Kenny
	
	Online grant acceptance satisfies signature requirement
	
	  




  
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 Schedule A 

 

			
	Name of Optionee:	  	David Kenny
		
	Grant Date	  	December 3, 2018 (“Hire Date”)
		
	Aggregate number of Shares for which the Option granted hereunder is exercisable:	  	750,000
		
	Option Price per Share:	  	$40
		
	Service Vesting Dates:	  	 250,000 on first anniversary of Hire Date
  

250,000 on second anniversary of Hire Date
  

250,000 on third anniversary of Hire Date

		
	Vesting on a “Change in Control”:	  	Per Section 3.1(b) of the Agreement.


  
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 APPENDIX 

Confidential Information; Non-Compete; Non-Solicitation

 1. In consideration of the Company entering into this Agreement with the Optionee, the Optionee shall not, directly or indirectly,
(i) at any time during or after the Optionee’s employment with the Company or any of its subsidiaries, parents or affiliates (collectively, “Nielsen”), disclose any Confidential Information (as defined below) except
(A) when required to perform his or her duties to Nielsen; (B) as required by law or judicial process; or (C) in connection with any Protected Activity (as defined below) by the Optionee; or (ii) at any time during the
Optionee’s employment with Nielsen and for a period of 12 months thereafter or, if the Optionee’s employment with Nielsen is terminated under circumstances that entitle the Optionee to receive severance under any severance plan, policy or
agreement with Nielsen applicable to the Optionee at the time of such termination, for the duration of the applicable severance period under such plan, policy or agreement if such severance period is longer than 12 months (with, for the avoidance of
doubt, the severance period for any lump sum severance payment being equal to the number of months of base salary being paid in such lump sum (for example, 1.5x base salary equates to a severance period of 18 months)) (A) associate with (whether as
a proprietor, investor, director, officer, employee, consultant, partner or otherwise) or render services to any business that competes with the business of Nielsen, in any geographic or market area where Nielsen conducts business or provides
products or services (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months); provided, that nothing herein shall be deemed to prohibit the Optionee’s
ownership of not more than 2% of the publicly-traded securities of any competing business; (B) induce, influence, encourage or solicit in any manner any (x) client or prospective client with which the Optionee had interactions in
connection with his/her employment in the 18 months prior to termination of the Optionee’s employment with Nielsen, or (y) vendor or supplier of Nielsen, to cease or reduce doing business with Nielsen or to do business with any business in
competition with the business of Nielsen; (C) solicit, recruit, or seek to hire, or otherwise assist or participate in any way in the solicitation or recruitment of, any person who has been employed or engaged by Nielsen at any time during the
6 months immediately preceding the termination of the Optionee’s employment, or induce, influence, or encourage in any manner, or otherwise assist or participate in any way in the inducement, influence or encouragement of, any such person to
terminate his or her employment or engagement with Nielsen; or (D) hire or otherwise assist or participate in any way in the hiring of, any person who has been employed or engaged by Nielsen at any time during the 6 months immediately preceding
the termination of the Optionee’s employment. The provisions hereof shall be in addition to and not in derogation of any other agreement covering similar matters to which the Optionee and the Company or any subsidiary or affiliate thereof are
parties. For purposes of this agreement, the “business of Nielsen” means consumer purchasing measurement and analytics, media audience measurement and analytics, and any other line of business in which Nielsen is engaged at the time
of the termination of the Optionee’s employment (or which the Optionee has knowledge, at the time in question, that Nielsen has plans to commence engaging in within twelve (12) months). If the Optionee is primarily providing services in
California at the time the Optionee’s employment with Nielsen terminates, then sub-clauses (A), (B) and (D) of clause (ii) of this Section 1 shall not apply following such termination. If
the Optionee lived or provided services in Massachusetts for at least thirty (30) days immediately preceding the Optionee’s termination, then sub-clause (A) of clause (ii) of this
Section 1 shall not apply following such termination. 
 2. “Confidential Information” shall include all trade secrets
and proprietary or other confidential information owned, possessed or used by Nielsen in any form, whether or not explicitly designated as confidential information, including, without limitation, business plans, strategies, customer lists, customer
projects, cooperator lists, personnel information, financial information, pricing information, cost information, methodologies, software, 

  
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data, and product research and development. Confidential Information shall not include any information that is generally known to the industry or the public other than as a result of the
Optionee’s breach of this covenant or any breach of other confidentiality obligations by the Optionee, employees or third parties. 
 3.
If the Optionee performs services for an entity other than Nielsen at any time prior to the end of the 12-month post-termination period or, if longer, the applicable severance period (whether or not such
entity is in competition with Nielsen), the Optionee shall notify the Company on or prior to the commencement thereof. To “perform services” shall mean employment or services as an employee, consultant, owner, partner, associate,
agent or otherwise on behalf of any person, principal, partnership, firm or corporation. 
 4. If at any time a court holds that the
restrictions stated in Section 1 above are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such
circumstances by such court will be substituted for the stated period, scope or area or, if the court does not undertake such substitution, then the remainder of Section 1 shall be given full effect without regard to the invalid portion.
Because the Optionee’s services are unique and because the Optionee has had and will continue to have access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement.
In the event of a breach or threatened breach of this Agreement, Nielsen or its successors or assigns may, in addition to other rights and remedies existing in their favor, (i) apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security); and (ii) may require the Optionee (A) to forfeit any vested or unvested
portion of the Grant and to return all Shares previously issued to the Optionee under the Grant (“Grant Shares”); and (B) to pay to Nielsen the full value of any consideration received for the Grant Shares that were previously
sold by the Optionee or otherwise disposed of to a third party (or if no such consideration was received, the then fair market value of the Grant Shares). 

5. The Optionee acknowledges that the restrictions in Section 1 above are not greater than required to protect Nielsen’s legitimate
business interests, including without limitation the protection of its Confidential Information and the protection of its client relationships, and are reasonably limited in time or duration, geography and scope of activity. The Optionee further
acknowledges that, viewed separately or together, the restrictions in Section 1 above do not unfairly or unreasonably restrict the Optionee’s ability to obtain other comparable employment, earn a living, work in any particular area or
otherwise impose an undue hardship on Optionee. 
 6. Protected Activity. Nothing in this Agreement shall prohibit or impede the
Optionee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible
violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in
each case such communications and disclosures are consistent with applicable law. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in
confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding,
if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in
the court proceeding, if the individual files any document containing the trade 

  
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secret under seal, and does not disclose the trade secret, except pursuant to court order. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the
Optionee authorized to disclose any information covered by Nielsen’s attorney-client privilege or attorney work product, or Nielsen’s trade secrets, without Nielsen’s prior written consent. The Optionee does not need the prior
authorization of (or to give notice to) Nielsen regarding any communication, disclosure, or activity described in this paragraph. 

  
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