Stock Option Agreement



 Exhibit 10.22(b) 
 STOCK OPTION AGREEMENT 
 THIS AGREEMENT, dated as of June 4, 2007 (the “Grant Date”)
is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the
“Company”), and Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and
Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”). 
 WHEREAS, the Optionee is providing the services of Itzhak Fisher (the “Executive”) pursuant to a letter agreement with The Nielsen Company B.V. dated April 26, 2007 (the “Engagement Letter”);

 WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this
Agreement; and 
 WHEREAS, the Committee, charged with administration of the Plan, 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 by the Executive during his period of service to the Company or its Subsidiaries, and has advised the Company
thereof and instructed the undersigned officers to issue said Option; 
 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 such term may be defined in any employment, change in control or severance agreement between the Optionee and the Company or any of its Subsidiaries (the “Employment Agreement”), or, if there is no
such Employment Agreement or if no such term is defined therein, “Cause” shall mean: (i) the Executive’s or the Optionee’s willful misconduct with regard to the Company; (ii) the Executive or the Optionee is indicted
for, convicted of, or pleading nolo contendere to, a felony, a misdemeanor involving moral turpitude, or an intentional crime involving material dishonesty other than, in any case, vicarious liability; (iii) the Executive’s or the
Optionee’s conduct involving the use of illegal drugs in the workplace; (iv) the Optionee’s or the Executive’s failure to attempt in good faith to follow a lawful directive of its or his supervisor within ten (10) days after
written notice of such failure; and/or (v)








 
the Optionee’s or the Executive’s breach (either directly or through the actions of the Executive) of the Optionee’s Management
Stockholder’s Agreement (the “Management Stockholder’s Agreement”) or the Optionee’s other agreements with the Company or any employment agreement with any of the Company’s Affiliates, including the Engagement
Letter, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Optionee or the Executive by the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by
the Optionee or the Executive). 
 SECTION 1.2 Fiscal Year 
 “Fiscal Year” shall mean each fiscal year of the Company (which, for the avoidance of doubt, begins on January 1 and ends on
December 31 of any given calendar year). 
 SECTION 1.3 Good Reason 
 “Good Reason” shall mean “Good Reason” as such term is defined in the Management Stockholder’s Agreement. 
 SECTION 1.4 Investor Return 
 “Investor Return” shall mean, on any given date, the aggregate amount of cash proceeds (including the receipt of any dividends or other distributions) received by the Investors and Affiliates in respect of their aggregate direct
and indirect equity investment in the Company (excluding, for the avoidance of doubt, debt investment). 
 SECTION 1.5 Option

 “Option” shall mean the aggregate of the Time Option and the Performance Option granted under Section 2.1 of this
Agreement. 
 SECTION 1.6 Permanent Disability 
 “Permanent Disability” shall mean “Permanent Disability” as defined in the Management Stockholder’s Agreement. 
 SECTION 1.7 Performance Option 
 “Performance Option” shall mean the right and option to
acquire, on the terms and conditions set forth in Sections 3.1(a)(ii) and (iii), 3.1(b)(ii) and 3.1(c)(ii) and (iii), all or any part of an aggregate of the number of shares of Common Stock, as shall be evidenced by entry in the Company’s
shareholder register, set forth on the signature page of this Agreement. 
 SECTION 1.8 Time Option 
 “Time Option” shall mean the right and option to acquire, on the terms and conditions set forth in Sections 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. 
  

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 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 (i) a Time Option upon the terms
and conditions set forth in this Agreement and (ii) a Performance Option upon the terms and conditions set forth in this Agreement. The Option shall consist of a Time Option and a Performance Option. 
 SECTION 2.2 Exercise Price 
 Subject
to Section 2.4, the exercise prices of the shares of Common Stock covered by the Time Option and Performance Option shall be as set forth on the signature page of this Agreement. 
 SECTION 2.3 No Guarantee of Employment 
 Nothing in this Agreement or in the Plan shall confer upon the Optionee or the Executive any right to continue in the employ 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 Optionee and the Executive 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 its Subsidiaries or offer letter provided by the Company or its Subsidiaries to the Optionee. 
 SECTION 2.4 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 thereunder shall 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 Executive continues to
provide his services to the Company or any of its Subsidiaries in accordance with the Engagement Letter, the Option shall become exercisable pursuant to the following schedules: 
 (i) Time Option. Subject to clause (b)(i) below, the Time Option shall become vested and exercisable as follows: (x) with
respect to 5% of the shares of Common Stock underlying such Time Option, on the Grant Date; and (y) with respect to 31.67% of the shares of Common Stock underlying such Time Option, on each of the three anniversaries of May 1, 2007.

  

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 (ii) Performance Option. The Performance Option shall become vested and
exercisable as follows: (x) with respect to 5% of the shares of Common Stock underlying such Performance Option, on the Grant Date; and (y) with respect to 19% of the shares of Common Stock underlying such Performance Options, for each of
the five Fiscal Years ending after the Grant Date, starting with the 2007 Fiscal Year, on each of the five anniversaries of December 31, 2006, if and only if the Company achieves the Annual Performance Target set forth on Schedule
A attached hereto for each such Fiscal Year. 
 (iii) In the event that the Annual Performance Target is not achieved in a
particular Fiscal Year identified on Schedule A (any such year, a “Missed Year”), if and only to the extent that performance of the Company in any subsequent Fiscal Year satisfies the Cumulative Performance Target (as
set forth in Schedule A) applicable to any such subsequent Fiscal Year, then the applicable percentage of the Performance Option that was scheduled to become vested and exercisable in respect of such Missed Year shall become vested and
exercisable as of the end of the Fiscal Year in respect of which the Cumulative Performance Target is achieved. 
 (b)
Notwithstanding the foregoing, so long as the Executive continues to provide his services to the Company or any of its Subsidiaries under the Engagement Letter 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 Time Option immediately
prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable), and 
 (ii) the Performance Option shall become immediately exercisable as to 100% of the shares of Common Stock underlying such Performance Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise
terminated or become exercisable) only if, as a result of the Change in Control, the Investor Return equals or exceeds the Applicable Multiple (as set forth on Schedule B for the applicable Fiscal Year in which the Change in Control occurs)
of the Base Price (as defined on the signature page hereto). 
 (c) Upon a termination of the Engagement Letter and the
Executive’s services thereunder for any reason (other than for Cause by the Company or without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to the Executive’s death or Permanent Disability):

 (i) a pro-rata portion of the installment of the Time Option that would, but for such termination, be scheduled to vest and
become exercisable on December 31 of the Fiscal Year in which the termination occurs will become vested and exercisable upon such termination, with such pro-rata portion determined based on the number of days the Executive provided services to
the Company or any of its Subsidiaries during such Fiscal Year, relative to the number of days of such full Fiscal Year; and 
  

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 (ii) occurring within the last six months of any Fiscal Year, if the Annual Performance
Target for such year is achieved, then a pro rata portion of the installment of the Performance Option that would, but for such termination, be scheduled to vest and become exercisable on December 31 of the Fiscal Year in which the termination
occurs will become vested and exercisable upon such December 31, with such pro-rata portion determined based on the number of days the Executive provided services to the Company or any of its Subsidiaries during such Fiscal Year, relative to
the number of days of such full Fiscal Year (such vesting event, a “Special Termination Vesting Event”). 
 (iii) Notwithstanding the foregoing, in the event it is determined by the Company (in consultation with its auditors) that the provisions of Section 3.1(c)(ii) results in the Option (or any portion hereof) being classified as a
liability as contemplated by FASB Statement No. 123R, Share-Based Payment, including any amendments and interpretations thereto, then Section 3.1(c)(ii) shall be of no further force and effect, and instead the following provision shall
apply: Upon a termination of the Engagement Letter and the Executive’s services thereunder for any reason (other than for Cause by the Company or without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to
the Executive’s death or Permanent Disability) occurring within the last six months of any Fiscal Year, a Special Termination Vesting Event shall occur if and only if the Performance Target for such Fiscal Year is met, based on the
EBITDA (as such term is defined in Schedule A) achieved for the twelve month trailing period ending the month end prior to the month in which the termination event occurs. 
 (iv) Notwithstanding the foregoing, no Option shall become exercisable as to any additional shares of Common Stock (which do not otherwise
become exercisable in accordance with Section 3.1(a), (b) or (c) above) following the termination of the Engagement Letter and the Executive’s services thereunder for any reason and any Option, which is unexercisable as of the
termination of the Engagement Letter, shall be immediately cancelled without payment therefor. 
 SECTION 3.2 Expiration of Option

 Except as otherwise provided in Section 5 or 6 of the Management Stockholder’s Agreement, the Optionee may not exercise the
Option to any extent after the first to occur of the following events: 
 (a) The tenth anniversary of the Grant Date,
provided that the Engagement Letter remains in effect and/or the Executive continues to provide services thereunder to the Company or any of its Subsidiaries through such date; 
 (b) Six months after the Optionee and/or the Executive is/are terminated by the Company or any of its Subsidiaries without Cause or the
Optionee or the Executive terminates its services with Good Reason (unless earlier terminated as provided in Section 3.2(e) below) (or, if later, and solely with respect to the installment of Performance Options, if any, that become exercisable
upon a Special Termination Vesting Event, thirty (30) days after the date that such installment becomes exercisable); 
  

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 (c) The first anniversary of the date of the termination of the Engagement Letter and
Executive’s services thereunder, if the termination is by reason of death or Permanent Disability (unless earlier terminated as provided in Section 3.2(e) below); 
 (d) Immediately upon the date of termination of the Optionee or the Executive by the Company or its Subsidiaries for Cause or by the
Optionee or the Executive without Good Reason (other than due to death or Permanent Disability); 
 (e) 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 a merger, 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 that the Company intends to exercise its discretion and provide either (x) an opportunity for the Optionee to exercise the Option (whether or
not then vested), or (y) make payment to the Optionee in respect of the termination of his Option upon such date. 
 ARTICLE IV 

 EXERCISE OF OPTION 
 SECTION
4.1 Person Eligible to Exercise 
 Except as otherwise provided in the Management Stockholder’s Agreement, only the Optionee may
exercise an Option or any portion thereof. 
 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 time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only. 
 SECTION 4.3 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 office all 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 the Committee; 
 (b) (i) Full payment (in cash or by check or by a combination thereof) for the shares with respect to which such Option 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 payment that would otherwise be
made by Optionee to the Company pursuant to clause (i) of this subsection (b); 
  

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 (c) At any time that 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 Option or portion thereof, stating that the shares of Common Stock are being
acquired for its 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 the Securities 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 against and 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 Act and any other federal, provincial or state securities laws or regulations;

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

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 (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; and 
 (c) The execution by the Optionee and the Executive 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 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. 
 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 its 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, however, 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 Executive, 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. 
  

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 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 it at the
address given on the signature page of this Stock Option Agreement. 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 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. 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 and Management 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 and provisions of the Plan, the Management 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 the event of any conflict between this Agreement, the Plan or the Sale Participation Agreement, 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 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 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 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 Employment Agreement contains a similar provision relating to arbitration and/or dispute
resolution, such provision in the Employment Agreement shall govern any controversy hereunder. 
  

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 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 an
accelerated 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 of
the 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 or
additional 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 upon the same instrument. 
  

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	VALCON ACQUISITION HOLDING B.V.
		
	By:	 	/s/ Scott A. Schoen
	Its:	 	Managing Director
	
	OPTIONEE:
	
	PEREG HOLDINGS LLC
		
	By:	 	/s/ Ruth Fisher
	Its:	 	President

 Address: 
 155 West
70th Street 
 Apt 14A 
 New York, New York 10023 
 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 equal to USD $10.00 (“Base Price”): 300,000 
 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 equal to USD $20.00: 50,000 
 Aggregate number of shares of Common Stock for which the Performance Option granted hereunder is exercisable (100% of the number of shares) at an exercise price per share equal USD $10.00: 300,000

 Aggregate number of shares of Common Stock for which the Performance Option granted hereunder is exercisable (100% of number
of shares) at an exercise price equal to USD $20.00: 50,000 
 [SIGNATURE PAGE OF STOCK OPTION AGREEMENT] 
  

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 Schedule A 
 The Annual Performance Targets are based on the Company’s achievement of the following EBITDA targets for the following Fiscal Years: 
  

							
	 Fiscal Year
	  	Annual Performance Target	  	Cumulative Performance Target
	 	  	(EBITDA in millions)	  	(EBITDA in millions)
	 2007
	  	$	1,128	  	$	2,050
	 2008
	  	 	1,361	  	 	3,411
	 2009
	  	 	1,476	  	 	4,887
	 2010
	  	 	1,566	  	 	6,453
	 2011
	  	 	1,681	  	 	8,134

 “EBITDA” shall mean earnings before interest, taxes, depreciation and amortization plus
transaction, management and/or similar fees paid to the Investors and/or their Affiliates. The Board shall, fairly and appropriately, adjust the calculation of EBITDA to reflect, to the extent not contemplated in the management plan, the following:
material acquisitions, material divestitures, extraordinary corporate transactions (which shall mean spin-off, share combination, recapitalization, liquidation, dissolution, reorganization, merger, amalgamation, combination, consolidation, Change in
Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program), the sale of all of substantially all of the assets of the Company or other similar transaction or occurrence which affects the equity securities
of the Company or the value thereof), extraordinary capital investment programs in excess of $25 million and not included in the BAU Capital Budget, any change required by GAAP relating to share-based compensation or for other changes in GAAP
promulgated by accounting standard setters that, in each case, the Board in its good faith judgment determines require adjustment of EBITDA. The Board’s determination of such adjustment shall be based on the Company’s accounting as set
forth in its books and records and on the financial plan of the Company pursuant to which the Annual Performance Targets were originally established. 
 If the Company makes any material acquisition in any year, the Annual Performance Target for such year and Cumulative Performance Target for such year and subsequent years will be adjusted, fairly and appropriately,
by the amount of EBITDA in 

  

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the plan for the target presented to the Board at the time the acquisition is approved by the Board, in its good faith judgment. Annual Performance Targets
and Cumulative Performance Targets will also be fairly and appropriately adjusted by the Board, in its good faith judgment, to the extent not contemplated in the plan for the following: any material divestitures, extraordinary corporate transactions
(which shall mean spin-off, share combination, recapitalization, liquidation, dissolution, reorganization, merger, amalgamation, combination, consolidation, Change in Control, payment of a dividend (other than a cash dividend paid as part of a
regular dividend program), the sale of all of substantially all of the assets of the Company or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof), extraordinary capital investment
programs in excess of $25 million and not included in the BAU Capital Budget, any change required by GAAP relating to share-based compensation or other changes in GAAP promulgated by accounting standard setters. In the event that any of the
foregoing action is taken, such adjustment shall be only the amount deemed reasonably necessary by the Board, in the exercise of its good faith judgment, after consultation of the Company’s accountants, to accurately reflect the direct and
measurable effect such event has on such Annual Performance Targets and Cumulative Performance Targets. The intent of such adjustments is to keep the probability of achieving the Annual Performance Targets and Cumulative Performance Targets the same
as if the event triggering such adjustment had not occurred. The Board’s determination of such necessary adjustment shall be made within 60 days following the completion or closing of such event, and shall be based on the Company’s
accounting as set forth in its books and records and on the Company’s financial plan pursuant to which the Annual Performance Targets and Cumulative Performance Targets were originally established. 
  

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 Schedule B 
 Applicable Multiple shall be determined in accordance with the following table: 
  

			
	 2007
	  	2.74
	 2008
	  	2.72
	 2009
	  	2.70
	 2010
	  	2.67
	 2011
	  	2.64
	 2012
	  	2.61
	 2013
	  	2.58
	 2014
	  	2.54
	 2015
	  	2.50
	 2016
	  	2.46
	 2017
	  	2.41
	 2018
	  	2.35
	 2019
	  	2.29
	 2020
	  	2.23
	 2021
	  	2.16
	 2022
	  	2.08
	 2023
	  	1.99
	 2024
	  	1.89
	 2025
	  	1.79

  

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