**Exhibit 10.1**

STOCK OPTION AGREEMENT 

THIS AGREEMENT, dated as of                             (the “Grant Date”) is made by and between ValconAcquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Diemen, The Netherlands (hereinafter referred to as the “Company”), and theindividual whose name is set forth on the signature page hereof, who is a director of the Company or a Subsidiary of the Company, hereinafter referred to as the “Optionee”. 

WHEREAS, the Compensation Committee of The Supervisory Board of The Nielsen Company B.V. and the Management Board of the Company havedetermined 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 directorship with the Company or itsSubsidiaries, and has advised the Company thereof and instructed the undersigned to issue said Option; 

NOW, THEREFORE, inconsideration 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 below unless the context clearly indicatesto the contrary. 

Section 1.1. - Option

“Option” shall mean the Time Option granted under Section 2.1 of this Agreement. 

Section 1.2. - Permanent Disability

“Permanent Disability” shall have occurred when the Optionee has been unable to perform his material duties because of physicalor mental incapacity for a period of at least 180 consecutive days, as determined by a medical doctor mutually agreed upon by the parties hereto. Any question as to the existence of the Permanent Disability of the Optionee as to which the Optioneeand the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Optionee and the Company. If the Optionee and the Company cannot agree as to a qualified independent physician, each shallappoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Permanent Disability made in writing to the Company and the Optionee shall be final and conclusive for allpurposes of this Agreement (such inability is hereinafter referred to as “Permanent Disability” or being “Permanently Disabled”). 

Section 1.3. - Time Option

“Time Option” shall mean the right and option to acquire, on the terms and conditions set forth herein Section 3.1(a)(i),3.1(b)(i) and 3.1(c)(ii), all or any part of an aggregate of the number of shares of Common Stock, as shall be evidenced by entry in the Company’s shareholder register, set forth on the signature page of this Agreement. 

ARTICLE II 

GRANT OF OPTIONS 

Section 2.1. - Grant of Options

For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option upon theterms and conditions set forth in this Agreement. The Option shall consist of a Time Option only. 

Section 2.2. - ExercisePrice

Subject to Section 2.4, the exercise prices of the shares of Common Stock covered by the Time Option shall beas set forth on the signature page of this Agreement. 

Section 2.3. - Adjustments to Option

The Option shall be adjusted pursuant to Sections 8 or 9 of the Plan, as applicable. Any such adjustment made in good faith thereundershall be final and binding upon the Optionee, the Company and all other interested persons. 

ARTICLE III 

PERIOD OF EXERCISABILITY 

Section 3.1. - Commencement of Exercisability

(a) So long as the Optionee continues to be a director of the Company or any of its Subsidiaries, the Option shall become exercisablepursuant to the following schedules: 

(i) *Time Option*. Subject to clause (b)(i) below, the Time Optionshall become vested and exercisable in four equal quarterly installments beginning three months from the Grant Date. 

(b)Notwithstanding the foregoing, so long as the Optionee continues to be a director of the Company or any of its Subsidiaries through the occurrence of a Change in Control: 

(i) the Time Option shall become immediately exercisable as to 100% of the shares of Common Stock underlying such TimeOption immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable). 

 

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(c) Notwithstanding the foregoing, no Option shall become exercisable as to any additionalshares of Common Stock (which do not otherwise become exercisable in accordance with Section 3.1(a) or (b) above) following the termination of the directorship of the Optionee for any reason and any Option, which is unexercisable as of theOptionee’s termination of directorship employment, shall be immediately cancelled without payment therefor. 

Section 3.2. -Expiration of Option

Except as otherwise provided in Section 5 or 6 of the Stockholder’s Agreement, theOptionee may not exercise the Option to any extent after the first to occur of the following events: 

(a) The tenthanniversary of the Grant Date, provided that the Optionee remains a director of the Company or any of its Subsidiaries through such date; 

(b) The first anniversary of the date of the Optionee’s termination of employment, if the Optionee’s employment is terminatedby reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below); 

(c)Immediately upon the date of the Optionee’s termination of employment by the Company or its Subsidiaries for Cause or by the Optionee without Good Reason (other than due to death or Permanent Disability); 

(d) The date the Option is terminated pursuant to Section 4 of the Management Stockholder’s Agreement; or 

(f) At the discretion of the Company, if the Committee so determines pursuant to Section 9 of the Plan, the effective date of amerger, consolidation or other capital change or transaction of the Company that is a Change in Control, in which case, prior to such effective date, the Company shall provide no less than ten (10) days prior written notice to the Optionee thatthe Company intends to exercise its discretion and provide either (x) an opportunity for the Optionee to exercise his Options (whether or not then vested), or (y) make payment to the Optionee in respect of the termination of his Optionsupon such date. 

ARTICLE IV 

EXERCISE OF OPTION 

Section 4.1. – Person Eligible to Exercise

Except as otherwise provided in the Stockholder’s Agreement, during the lifetime of the Optionee, only he may exercise an Option orany portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when an Option becomes 

 

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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 descentand distribution. 

Section 4.2. – Partial Exercise

Any exercisable portion of an Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any timeprior to the time when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only. 

Section 4.3. – Manner of Exercise

An Option, or any exercisable portion thereof, may be exercised solely by delivering to the General Counsel of the Company or his officeall of the following prior to the time when the Option or such portion becomes unexercisable under Section 3.2: 

(a)Notice in writing signed by 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 established by theCommittee; 

(b) (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which suchOption or portion thereof is exercised or (ii) indication that the Optionee elects to have the number of Shares that would otherwise be issued to the Optionee reduced by a number of Shares having an equivalent Fair Market Value to the paymentthat would otherwise be made by Optionee to the Company pursuant to clause (i) of this subsection (b); 

(c) At any timethat the Common Stock is not publicly traded on an established securities market, a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Optionor portion thereof, stating that the shares of Common Stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under theSecurities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company againstand hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided,however, that the Committee may, in its reasonable discretion, take whatever additional actions it deems reasonably necessary to ensure the observance and performance of such representation and agreement and to effect compliance with the Actand any other federal, provincial or state securities laws or regulations; 

(d) Full payment to the Company (in cash or bycheck or by a combination thereof) of all amounts which, under applicable law, it is required to withhold upon exercise of the Option; and 

 

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(e) In the event the Option or portion thereof shall be exercised pursuant toSection 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 subsequenttransfer of shares acquired on exercise of an Option does not violate the Act. If the Optionee is a resident of the United States, the written representation and agreement referred to in subsection (c) above shall, however, not be required ifthe shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares. 

Section 4.4. – Conditions to Issuance of Stock

The shares of stock issuable upon the exercise of an Option, or any portion thereof, shall not be required to be so physically issued tothe 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 ordeliver any certificate or certificates for shares of stock acquired upon the exercise of an 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, inits 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); 

(b) The lapse of such reasonable period of time following the exercise of the Option as the Committee may from time to time establish forreasons of administrative convenience or as may otherwise be required by applicable law; and 

(c) The execution by theOptionee of a Sale Participation Agreement with Luxco (a “Sale Participation Agreement”) and a Management Stockholder’s Agreement. 

Section 4.5. – Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shareshe 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 inSection 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, interpretationand 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, theCompany 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 atany 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 thedebts, 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 orinvoluntary 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, however, thatthis 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 theOptionee, 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 orto the estate of a deceased beneficiary. 

Section 5.3. – Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its General Counsel,and any notice to be given to the Optionee shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 5.3, either party may hereafter designate a different address for notices to begiven 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 statusand address by written notice under this Section 5.3. Any notice shall have been deemed duly given (i) upon electronic confirmation of facsimile, (ii) one business day following the date sent when sent by overnight delivery and(iii) five (5) business days following the date mailed when mailed by registered or certified mail return receipt requested and postage prepaid, in each case as follows. 

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. Themasculine 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 Stockholder’s Agreement

The Option and the shares of Common Stock issued to the Optionee upon exercise of the Option shall be subject to all of the terms andprovisions of a Stockholder’s Agreement and the Sale Participation Agreement, 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 the Plan shall control. In theevent of any conflict between this Agreement or the Plan and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s 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 thisAgreement. 

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 theextent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands. 

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 amicablyby 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. Sucharbitration 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, whichcontains 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 thecontrary, if the Employment Agreement contains a similar provision relating to arbitration and/or dispute resolution, such provision in the Employment Agreement shall govern any controversy hereunder. 

Section 5.9. – Code Section 409A

If any payments of money, delivery of shares of Common Stock or other benefits due to the Participant hereunder could cause the application of anaccelerated or additional tax under Section 409A of the Code, such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment, delivery of shares or other benefits compliant under Section 409A ofthe Code, otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Participant, that does not cause such an accelerated oradditional tax. 

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 uponthe same instrument. 

 

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VALCON ACQUISITION HOLDING B.V.By: 
 
Its: 
 
OPTIONEE:
 
Address:
 

 

 
Aggregate number of shares of Common Stock for which the **Time Option** granted hereunder is exercisable (100% of number of shares) at an exercise price per share equalto USD $              **(“Base Price”):** 
 
 
[SIGNATURE PAGE OF STOCK OPTION AGREEMENT]