<PAGE>   1
                                                               Exhibit. 10(o)

               THE ACNIELSEN CORPORATION EXECUTIVE TRANSITION PLAN



                  ACNielsen Corporation (the "Company") wishes to define those
circumstances under which it will provide assistance to an Eligible Employee in
the event of his or her Eligible Termination (as such terms are defined herein).
Accordingly, the Company hereby establishes The ACNielsen Executive Transition
Plan (the "Plan").

                  SECTION 1  -  DEFINITIONS

                  1.1 "Cause" shall mean (a) willful malfeasance or willful
misconduct by the Eligible Employee in connection with his or her employment,
(b) continuing failure to perform such duties as are requested by any employee
to whom the Eligible Employee reports or the Company's board of directors, (c)
failure by the Eligible Employee to observe material policies of the Company
applicable to the Eligible Employee or (d) the commission by an Eligible
Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude.

                  1.2 "Change in Control" shall mean (a) any "Person," as such
term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (other than the Company, any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, or any company owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company), becomes the "Beneficial Owner" (as such term is defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then-outstanding securities;

                  (b) during any period of twenty-four months (not including any
period prior to the effective date of this Plan), individuals who at the
beginning of such period constitute the board of directors of the Company (the
"Board"), and any new director (other than (i) a director nominated by a Person
who has entered into an agreement with the Company to effect a transaction
described in paragraphs (a), (c), or (d) hereof, (ii) a director nominated by
any Person (including the Company) who publicly announces an intention to take
or to consider taking
<PAGE>   2
                                                                               2

actions (including, but not limited to, an actual or threatened proxy contest)
which if consummated would constitute a Change in Control or (iii) a director
nominated by any Person who is the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company's securities) whose election by the Board or nomination for
election by the Company's stockholders was approved in advance by a vote of at
least two thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute at least
a majority thereof;

                  (c) the stockholders of the Company approve any transaction or
series of transactions under which the Company is merged or consolidated with
any other company, other than a merger or consolidation (i) which would result
in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 66 2/3% of the
combined voting power of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation and (ii) after
which no Person holds 20% or more of the combined voting power of the
then-outstanding securities of the Company or such surviving entity; or

                  (d) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.


                  1.3 "Change in Control Period" shall mean the period beginning
upon a Change in Control and ending on the first anniversary thereof.

                  1.4 "Cognizant" shall mean Cognizant Corporation.

                  1.5 "Compensation Committee" shall mean the Compensation
Committee of the Board of Directors of the Company.

                  1.6 "Dun & Bradstreet" shall mean The Dun & Bradstreet
Corporation.
<PAGE>   3
                                                                               3

                  1.7 "Eligible Employee" shall mean the Chief Executive Officer
of the Company and such other executive officers of the Company or its
affiliates as are designated in writing by the Chief Executive Officer.

                  1.8 "Eligible Termination" shall mean (a) an involuntary
termination of employment with the Company by reason of a reduction in force
program, job elimination or unsatisfactory performance in the execution of an
Eligible Employee's duties or (b) a resignation mutually agreed to in writing by
the Company and the Eligible Employee. Notwithstanding the foregoing, an
Eligible Termination shall not include (w) a unilateral resignation, (x) a
termination by the Company for Cause, (y) a termination as a result of a sale
(whether in whole or in part, of stock or assets), merger or other combination,
spinoff, reorganization or liquidation, dissolution or other winding up or other
similar transactions involving the Company; provided however, that a termination
of employment as a result of a Change in Control and during the Change in
Control Period shall not be covered by this clause (y), or (z) any termination
where an offer of employment is made to the Eligible Employee of a comparable
position at the Company or, if such termination occurs within six months
following the effective date of this Plan (as set forth in Section 5.8 hereof),
at Cognizant or Dun & Bradstreet, in any case concurrently with his or her
termination.

                  1.9 "Employee Benefits Committee" shall mean a committee of
Company management employees heretofore established by the Compensation
Committee.

                  1.10 "Salary" shall mean an Eligible Employee's annual base
salary at the time his or her employment terminates, except as otherwise
provided in Schedule A hereto.

                  1.11 "Severance and Release Agreement" shall mean an agreement
signed by the Eligible Employee substantially in the form attached hereto as
Exhibit 1. Notwithstanding the foregoing, the Company may, at any time other
than during the Change in Control Period, by action of its chief human resources
officer or chief legal counsel, modify the form of Severance and Release
Agreement to be signed by any Eligible Employee in a manner approved by the
Employee Benefits Committee.

                  1.12 "Spinoff Date" shall mean the date on which is effected
the distribution of (i) common stock of the Company 
<PAGE>   4
                                                                               4

owned by Dun & Bradstreet and (ii) common stock of Cognizant owned by Dun &
Bradstreet, to holders of record of shares of common stock, par value $1.00 per
share of, Dun & Bradstreet.

                  SECTION 2  -  SEVERANCE BENEFITS

                  2.1 Subject to the provisions of this Section 2, in the event
of an Eligible Termination, an Eligible Employee shall be entitled to receive
from the Company the benefits set forth on Schedule A hereto.

                  2.2 The grant of severance benefits pursuant to Section 2.1
hereof is conditioned upon an Eligible Employee's (a) signing a Severance and
Release Agreement and the expiration of any revocation period set forth therein
and, (b) relinquishment of any right to benefits under The ACNielsen Corporation
Career Transition Plan.

                  2.3 Notwithstanding any other provision contained herein
(except as set forth in this Section 2.3), the Chief Executive Officer of the
Company may, at any time, take such action as such officer, in such officer's
sole discretion, deems appropriate to reduce or increase by any amount the
benefits otherwise payable to an Eligible Employee pursuant to Schedule A or
otherwise modify the terms and conditions applicable to an Eligible Employee
under this Plan provided that the Chief Executive Officer reports any reduction
or increase in benefits or other modification of the terms and conditions hereof
to the Compensation Committee and provided further that with respect to benefits
payable, or other modifications applicable, to the Chief Executive Officer, only
the Compensation Committee may take such action. Notwithstanding the foregoing,
during the Change in Control period, the Chief Executive Officer may not reduce
by any amount the benefits otherwise payable to an Eligible Employee pursuant to
Schedule A or otherwise modify the terms and conditions applicable to an
Eligible Employee under the Plan. Benefits granted hereunder may not exceed an
amount nor be paid over a period which would cause the Plan to be other than a
"welfare benefit plan" under section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").

                  2.4 In the event the Company, in its sole discretion, grants
an Eligible Employee a period of inactive employee status, then, in such event,
any amounts paid to such Eligible Employee during any such period shall offset
the benefits payable under this Plan. For this purpose, a period of inactive
employee
<PAGE>   5
                                                                               5

status shall mean the period beginning on the date such status commences (of
which the Eligible Employee shall be notified) and ending on the date of such
Eligible Employee's termination of employment.

                  SECTION 3  -  AMENDMENT AND TERMINATION

                  3.1 The Company reserves the right to terminate the Plan at
any time and without any further obligation by action of its board of directors
or such other person or persons to whom the board properly delegates such
authority; provided however, that during the Change in Control Period, the
Company may not terminate the Plan.

                  3.2 The Company shall have the right to modify or amend the
terms of the Plan at any time, or from time to time, to any extent that it may
deem advisable by action of its board of directors, the Compensation Committee
or such other person or persons to whom the board or the Compensation Committee
properly delegates such authority; provided, however, that during the Change in
Control Period, the Company may not modify or amend the terms of the Plan in a
manner which reduces the compensation or benefits otherwise payable hereunder.

                  3.3 All modifications of or amendments to the Plan shall be in
writing.


                  SECTION 4  -  ADMINISTRATION OF THE PLAN

                  4.1 The Employee Benefits Committee shall be the Plan
Administrator and shall have the exclusive right, power and authority to:

                  (a) interpret, in its sole discretion, any and all of
the provisions of the Plan;

                  (b) establish a claims and appeals procedure; and

                  (c) consider and decide conclusively any questions (whether of
fact or otherwise) arising in connection with the administration of the Plan or
any claim for severance benefits arising under the Plan.
<PAGE>   6
                                                                               6

Any decision or action of the Employee Benefits Committee pursuant to this
Section 4.1 shall be conclusive and binding on any affected person.

                  4.2 The Employee Benefits Committee may, in its sole
discretion, designate any person(s) or committee to function as the Employee
Benefits Committee for purposes of any part or all of this Section 4.

                  4.3 The Company shall indemnify any individual who is a
director, officer or employee of the Company or any affiliate, or his or her
heirs and legal representatives, against all liability and reasonable expense,
including counsel fees, amounts paid in settlement and amounts of judgments,
fines or penalties, incurred or imposed upon him or her in connection with any
claim, action, suit or proceeding, whether civil, criminal, administrative or
investigative, in connection with his or her duties with respect to the Plan,
provided that any act or omission giving rise to such claim, action, suit or
proceeding does not constitute willful misconduct or is not performed or omitted
in bad faith.

                  SECTION 5  -  MISCELLANEOUS

                  5.1 Neither the establishment of the Plan nor any action of
the Company, the Compensation Committee, Employee Benefits Committee or any
fiduciary shall be held or construed to confer upon any person any legal right
to continue employment with the Company. The Company expressly reserves the
right to discharge any employee whenever the interest of the Company, in its
sole judgment, may so require, without any liability on the part of the Company,
the Compensation Committee, Employee Benefits Committee or any fiduciary.

                  5.2 Benefits payable under the Plan shall be paid out of the
general assets of the Company or an affiliate. The Company need not fund the
benefits payable under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding the Company from funding or setting aside amounts in
anticipation of paying such benefits. Any benefits payable to an Eligible
Employee under this Plan shall represent an unsecured claim by such Eligible
Employee against the general assets of the Company that employed such Eligible
Employee.

                  5.3 The Company shall deduct from the amount of any severance
benefits payable hereunder the amount required by law
<PAGE>   7
                                                                               7

to be withheld for the payment of any taxes and any other amount, properly to be
withheld.

                  5.4 Benefits payable under the Plan shall not be subject to
assignment, alienation, transfer, pledge, encumbrance, commutation or
anticipation by the Eligible Employee. Any attempt to assign, alienate,
transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.

                  5.5 This Plan shall be interpreted and applied in accordance
with the laws of the State of New York, except to the extent superseded by
applicable federal law.

                  5.6 This Plan will be of no force or effect to the extent
superseded by foreign law.

                  5.7 This Plan supersedes any and all prior severance
arrangements, policies, plans or practices of the Company (whether written or
unwritten). Notwithstanding the preceding sentence, the Plan does not affect the
severance provisions of any written individual employment contracts or written
agreements between an Eligible Employee and the Company. Benefits payable under
the Plan shall be offset by any other severance or termination payment made by
the Company including, but not limited to, amounts paid pursuant to any
agreement or law.

                  5.8 This Plan shall be effective as of the Spinoff Date.
<PAGE>   8
                                   SCHEDULE A


                  An Eligible Employee entitled to benefits hereunder shall,
subject to Section 2 of the Plan, receive the following:


                  1. Salary Continuation

                  The Eligible Employee shall receive 104 weeks of Salary
continuation, provided, however, that for purposes of determining the Salary
continuation amount, in the event the Eligible Employee has incurred an Eligible
Termination other than by reason of unsatisfactory performance, "Salary" shall
include the Eligible Employee's guideline annual bonus opportunity under the
applicable Annual Incentive Plan (as defined in paragraph 3 hereof) for the year
of termination, payment of which will be prorated annually over a period equal
to the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, to "perform services"
shall mean employment or services as a full-time employee, consultant, owner,
partner, associate, agent or otherwise on behalf of any person, principal,
partnership, firm or corporation (other than the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company or, if such re-employment occurs within six
months following the Spinoff Date, by Cognizant or Dun & Bradstreet. For
purposes of this paragraph 1, a "Participating Company" shall have the meaning
set forth in The ACNielsen Corporation Career Transition Plan.

                  2. Welfare Benefit Continuation

                  Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the
<PAGE>   9
                                                                               2

level in effect for employees generally of the Company for such benefits. For
purposes of determining an Eligible Employee's entitlement to continuation
coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee's
18-month or other period of coverage shall commence on his or her termination of
employment.

                  3. Annual Bonus Payment

                  Subject to the provisions of this paragraph 3, a cash bonus
for the calendar year of termination may be paid in an amount equal to the
actual bonus which would have been payable to the Eligible Employee under the
annual bonus plan in which he or she participates (the "Annual Incentive Plan")
had such employee remained employed through the end of the year of such
termination multiplied by a fraction the numerator of which is the number of
full months of employment during the calendar year of termination and the
denominator of which is 12. Such bonus shall be payable at the time otherwise
payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.

                  4. Long-Term Bonus Payments

                  Subject to the provisions of this paragraph 4, a cash bonus
may be paid with respect to the performance cycle(s) in progress at the time of
termination under any bonus plan with a performance cycle of greater than one
year in which the Eligible Employee participates immediately prior to
termination (the "Long-Term Plan"), in the event the Eligible Employee was
employed by a Participating Company for at least half the period of such
performance cycle. In such event, the Eligible Employee shall receive a bonus in
an amount equal to the actual bonus which would have been payable under the
Long-Term Plan had such employee remained employed through the end of the cycle
during which his or her employment terminates multiplied by a fraction the
numerator of which is the number of full months of employment during the
applicable cycle and the denominator of which is the number of months in such
cycle. Such bonus shall be payable in cash at the time otherwise payable under
the Long-Term Plan had employment not terminated whether or not the bonus under
the Long-Term Plan was otherwise payable in cash, stock, restricted 
<PAGE>   10
                                                                               3

stock or any combination of the foregoing. Notwithstanding the foregoing, no
amount shall be paid under this paragraph in the event the Eligible Employee
incurred an Eligible Termination by reason of unsatisfactory performance.

                  5. Death

                  Upon the death of an Eligible Employee during the Salary
Continuation Period, the benefits described in paragraphs 1, 3 and 4 of this
Schedule shall continue to be paid to his or her estate, as applicable, at the
time or times otherwise provided for herein.

                  6. Other Benefits

                  The Eligible Employee shall be entitled to such executive
outplacement services during the Salary Continuation Period as shall be provided
by the Company. During the Salary continuation period, financial
planning/counseling shall be afforded to the Eligible Employee to the same
extent afforded immediately prior to termination of employment in the event the
Eligible Employee incurred an Eligible Termination other than by reason of
unsatisfactory performance.

                  7. No Further Grants, Etc.

                  Following an Eligible Employee's termination of employment, no
further grants, awards, contributions, accruals or continued participation
(except as otherwise provided for herein) shall be made to or on behalf of such
employee under any plan or program maintained by the Company including, but not
limited to, any Annual Incentive Plan, any Long-Term Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan
of the Company. Any unvested or unexercised options, unvested restricted stock
and all other benefits under any plan or program maintained by the Company
(including, but not limited to, any Annual Incentive Plan, any Long-Term Plan or
any qualified or nonqualified retirement, profit sharing, stock option or
restricted stock plan) which are held or accrued by an Eligible Employee at the
time of his or her termination of employment, shall be treated in accordance
with the terms of such plans and programs under which such options, restricted
stock or other benefits were granted or accrued.
<PAGE>   11
                                                                       Exhibit 1


                         SEVERANCE AGREEMENT AND RELEASE


                  THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
                         (hereinafter referred to as "Employee"), and 
ACNielsen Corporation (hereinafter deemed to include its worldwide subsidiaries
and affiliates and referred to as "the Company").

                  WITNESSETH THAT:

                  WHEREAS, Employee has been employed by the Company since the
date specified in the Appendix; and

                  WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide certain benefits and salary continuation to
Employee;

                  NOW, THEREFORE, in consideration of the mutual covenants and
promises hereinafter provided and of the actions taken pursuant thereto, the
parties agree as follows:


                  1. Employee's employment with the Company, and Employee's
membership on any committees, is terminated effective on the date specified in
the Appendix.

                  2. Effective on the date set forth in the Appendix, Employee
will incur an "Eligible Termination" under The ACNielsen Corporation Executive
Transition Plan (the "Plan"), a summary plan description of which Employee
hereby acknowledges receipt, and will, accordingly, be entitled to the benefits
set forth therein subject to the terms and conditions of such Plan. A summary of
the benefits to which Employee is entitled under the Plan is set forth in the
Appendix.

                  3. Through the Termination Date specified in the Appendix,
Employee will be reasonably available to consult on matters, and will cooperate
fully with respect to any claims, litigations or investigations, relating to the
Company. No reimbursement for expenses incurred after the commencement of a
<PAGE>   12
                                                                               2

period of inactive employee status, or if there is no such period, after
termination of employment, shall be made to Employee unless authorized in
advance by the Company.

                  4. Employee agrees that until the Termination Date Employee
will not become a stockholder (unless such stock is listed on a national
securities exchange or traded on a daily basis in the over-the-counter market
and the Employee's ownership interest is not in excess of 2% of the company
whose shares are being purchased), employee, officer, director or consultant of
or to a corporation, or a member or an employee of or a consultant to a
partnership or any other business or firm, which competes with any of the
businesses owned or operated by the Company; nor if Employee becomes associated
with a company, partnership or individual which company, partnership or
individual acts as a consultant to businesses in competition with the Company
will Employee provide services to such competing businesses. The restrictions
contained in this paragraph shall apply whether or not Employee accepts any form
of compensation from such competing entity or consultant. Employee also agrees
that until the Termination Date Employee will not recruit or solicit any
customers of the Company to become customers of any business entity which
competes with any of the businesses owned or operated by the Company. In
addition, Employee agrees that until the Termination Date neither Employee nor
any company or entity Employee controls or manages, shall recruit or solicit any
employee of the Company to become an employee of any business entity.

                  5. If Employee performs services for an entity other than the
Company at any time prior to the Termination Date (whether or not such entity is
in competition with the Company), Employee shall notify the Company on or prior
to the commencement thereof. To "perform services" shall mean employment or
services as a full-time employee, consultant, owner, partner, associate, agent
or otherwise on behalf of any person, principal, partnership, firm or
corporation. For purposes of this paragraph 5 only, "Company" shall mean
ACNielsen Corporation and any other affiliated entity which has been designated
to participate in The ACNielsen Corporation Career Transition Plan by action of
the Employee Benefits Committee.

                  6. Employee agrees that Employee will not directly or
indirectly disclose any proprietary or confidential information, records, data,
formulae, specifications and other trade secrets owned by the Company, whether
oral or written, to any person or
<PAGE>   13
                                                                               3

use any such information, except pursuant to court order (in which case Employee
will first provide the Company with written notice of such). All records, files,
drawings, documents, models, disks, equipment and the like relating to the
businesses of the Company shall remain the sole property of the Company and
shall not be removed from the premises of the Company. Employee further agrees
to return to the Company any property of the Company which Employee may have, no
matter where located, and not to keep any copies or portions thereof.

                  7. Employee shall not make any derogatory statements about the
Company and shall not make any written or oral statement, news release or other
announcement relating to Employee's employment by the Company or relating to the
Company, its subsidiaries, customers or personnel, which is designed to
embarrass or criticize any of the foregoing.

                  8. Employee agrees that in the event of any breach of the
covenants contained in paragraphs 3, 4, 5, 6 or 7 in addition to any remedies
that may be available to the Company, the Company may cease all payments
required to be made to Employee under the Plan and recover all such payments
previously made to Employee pursuant to the Plan. The parties agree that any
such breach would cause injury to the Company which cannot reasonably or
adequately be quantified and that such relief does not constitute in any way a
penalty or a forfeiture.

                  9. Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors,
<PAGE>   14
                                                                               4

officers, employees, attorneys, agents and trustees or administrators of any
Company plan.

                  10. Employee covenants that neither Employee, nor any of
Employee's respective heirs, representatives, successors or assigns, will
commence, prosecute or cause to be commenced or prosecuted against the Company
or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan any action or other proceeding based upon any claims, demands,
causes of action, obligations, damages or liabilities which are being released
by this Agreement, nor will Employee seek to challenge the validity of this
Agreement, except that this covenant not to sue does not affect Employee's
future right to enforce appropriately the terms of this Agreement in a court of
competent jurisdiction.

                  11. Employee acknowledges that (a) Employee has been advised
to consult with an attorney at Employee's own expense before executing this
Agreement and that Employee has been advised by an attorney or has knowingly
waived Employee's right to do so, (b) Employee has had a period of at least
twenty-one (21) days within which to consider this Agreement, (c) Employee has a
period of seven (7) days from the date that Employee signs this Agreement within
which to revoke it and that this Agreement will not become effective or
enforceable until the expiration of this seven (7) day revocation period, (d)
Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, (e)
Employee is receiving greater consideration hereunder than Employee would
receive had Employee not signed this Agreement and that the consideration
hereunder is given in exchange for all of the provisions hereof and (f) the
waiver or release by Employee of rights or claims Employee may have under Title
VII of the Civil Rights Act of 1964, The Employee Retirement Income Security Act
of 1974, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Rehabilitation Act, the Worker Adjustment and Retraining
Act (all as amended) and/or any other local, state or federal law dealing with
employment or the termination thereof is knowing and voluntary and, accordingly,
that it shall be a breach of this Agreement to institute any action or to
recover any damages that would be in conflict with or contrary to this
acknowledgment or the releases Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and 
<PAGE>   15
                                                                               5

other benefits to Employee and Employee's signing of this Agreement does not in
any way indicate that Employee has any viable claims against the Company or that
the Company admits any liability whatsoever.

                  12. This Agreement constitutes the entire agreement of the
parties and all prior negotiations or representations are merged herein. It
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, assigns, heirs and legal representatives but
neither this Agreement nor any rights hereunder shall be assignable by Employee
without the other Company's written consent. In addition, this Agreement
supersedes any prior employment or compensation agreement, whether written, oral
or implied in law or implied in fact between Employee and the Company, other
than those contracts and agreements excepted from the application of section 5.7
of the Plan pursuant to the terms of such section, which prior agreements are
hereby terminated.

                  13. If for any reason any one or more of the provisions of
this Agreement shall be held or deemed to be inoperative, unenforceable or
invalid by a court of competent jurisdiction, such circumstances shall not have
the effect of rendering such provision invalid in any other case or rendering
any other provisions of this Agreement inoperative, unenforceable or invalid.

                  14. This Agreement shall be construed in accordance with the
laws of the State of _____________, except to the extent superseded by
applicable federal law.

                  15. This Agreement shall terminate in its entirety the Change
in Control Severance Agreement between the Company and Employee. [USE PROVISION
IF APPLICABLE]
<PAGE>   16

                                                                               6
                  IN WITNESS WHEREOF, Employee and ACNielsen Corporation, by its
duly authorized agent, have hereunder executed this Agreement.


Dated:


                                 ----------------------------------------------
                                 Employee


                                 ACNIELSEN CORPORATION


                                 ----------------------------------------------
                                 Title:
<PAGE>   17
                                                                        Appendix

                         Summary of Benefit Entitlements
                         Under The ACNielsen Corporation
                            Executive Transition Plan


<TABLE>
<CAPTION>
<S>                                         <C>
Employment with                             ______________________________
Company Since:


Effective Date                              ______________________________
of Resignation:


Positions Resigned:                         ______________________________


Effective Date of                           ______________________________
Eligible Termination:


Termination Date:                           ______________________________


Salary Continuation:                        $____ per week for ____ weeks


Welfare Benefit Continuation:               [LIST NAMES OF MEDICAL, DENTAL,
                                            LIFE PLANS UNDER WHICH EMPLOYEE
                                            COVERED]


Annual Bonus Payment:                       [x]/12 of the annual bonus 
                                            otherwise payable to you at time 
                                            of normal payment.


Long-Term Bonus Payments:                   [x]/[y] of the long-term bonus
                                            otherwise payable to you for the
                                            _______ cycles at time of normal
                                            payment.


Executive Outplacement:                     As provided by the Company.


[FINANCIAL PLANNING/
COUNSELING:]
</TABLE>


         THE DESCRIPTION OF BENEFITS CONTAINED IN THIS APPENDIX IS ONLY A
         SUMMARY AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. REFER
         TO YOUR SUMMARY PLAN DESCRIPTION FOR MORE DETAIL.