**Exhibit 10.23**

 

**NetRatings UK Limited**

**David Day**

 

**Compromise Agreement**

 

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**CONTENTS**

 
|                                  |                                                       | **Page No** |
|---------------------------------------|------------------------------------------------------------|-------------|
|                                  |                                                       | ** **  |
| 1.                                    | Termination Date and Reason for Dismissal                  | 1           |
|                                  |                                                       |        |
| 2.                                    | Continuing Duties                                          | 1           |
|                                  |                                                       |        |
| 3.                                    | Consideration                                              | 1           |
|                                  |                                                       |        |
| 4.                                    | Resignation of Directorships                               | 2           |
|                                  |                                                       |        |
| 5.                                    | Return of Property                                         | 2           |
|                                  |                                                       |        |
| 6.                                    | Post Termination Obligations and Confidential Information  | 2           |
|                                  |                                                       |        |
| 7.                                    | Confidentiality                                            | 3           |
|                                  |                                                       |        |
| 8.                                    | Retention of Confidential Information                      | 3           |
|                                  |                                                       |        |
| 9.                                    | Announcements                                              | 4           |
|                                  |                                                       |        |
| 10.                                   | Waiver of Claims Against Company                           | 4           |
|                                  |                                                       |        |
| 11.                                   | Independent Legal Advice                                   | 4           |
|                                  |                                                       |        |
| 12.                                   | Full and Final Settlement                                  | 5           |
|                                  |                                                       |        |
| 13.                                   | Reliance                                                   | 6           |
|                                  |                                                       |        |
| 14.                                   | Satisfaction of Conditions Regarding Compromise Agreements | 7           |
|                                  |                                                       |        |
| 15.                                   | Enforcement                                                | 7           |
|                                  |                                                       |        |
| 16.                                   | Severability                                               | 7           |
|                                  |                                                       |        |
| 17.                                   | Jurisdiction                                               | 7           |
|                                  |                                                       |        |
| 18.                                   | Headings                                                   | 7           |
|                                  |                                                       |        |
| 19.                                   | Counterparts                                               | 7           |
|                                  |                                                       |        |
| 20.                                   | Whole Agreement                                            | 7           |
|                                  |                                                       |        |
| Appendix 1 Letter of Resignation      | 9                                                          |
|                                  |                                                       |        |
| Appendix 2 Adviser’s Certificate | 10                                                         |
|                                  |                                                       |

 

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**SUBJECT TO CONTRACT AND WITHOUT PREJUDICE**

 

**COMPROMISE AGREEMENT**

 

**Dated:   17 February 2006**

 

**BETWEEN:**

 

(1)           **DAVID DAY**of 1Morlands, East Hanney, Oxfordshire, OX12 0JW (“you”); and

 

(2)                                  **NETRATINGS UK LIMITED**(company number 05564009) whose registered office is at 77 St John Street,London EC1M 4NN (the “Company”).

 

**WHEREAS**:

 

(A)                              You have been employed by the Company and AC Nielsen Co. Ltd since27 April 1997.

 

(B)                                You andthe Company have agreed the terms upon which your employment with the Companywill terminate, following an intimation by the Company of potential seriousdisciplinary matters and your indication that you would take issue with thosematters.

 

(C)                                The Company is entering into this Agreement for itself and as agentfor each and every company which is a holding company or subsidiary of theCompany and each and every subsidiary of any such holding company, whether inthe United Kingdom or elsewhere (“Group Company”) and is dulyauthorised in that behalf.

 

**IT IS AGREED** as follows:

 

# **1.**                                      TerminationDate and Reason for Dismissal

 

Youremployment will terminate on 15 May 2006 (the “TerminationDate”) following your resignation which is deemed effective as at 14February 2006. The reason for the termination of your employment is yourresignation. You will continue to receive your normal salary and contractualbenefits up to and including the Termination Date.

 

# **2.**                                      ContinuingDuties

 

Youwill continue to perform your normal duties until 28 February 2006. After thisdate, until 15 May 2006,  you will be ongarden leave and will not be required to perform any services for the Company.During the garden leave period you should not contact clients or colleagues savewhen specifically requested to do so or enter any premises of the Company andyou are expected to remain contactable at all times. You are required to use upany accrued holiday during the garden leave period. You should inform us of anydays that you intend to take as holiday. Save for the requirement to provideservices, you remain bound by your continuing obligations as an employee,including your duty of fidelity,  untilthe Termination Date.

 

# **3.**                                      Consideration

 

## 3.1                                 As consideration forthis Agreement, the Company will pay the sum of £35,320 (thirty five thousandthree hundred and twenty pounds) to you as a severance payment, lessappropriate statutory deductions. The severance payment will be paid to youwithin 21

 

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## daysof the Termination Date. You and the Company declare the common view that thispayment may be made free of tax and national insurance to the extent of thefirst £30,000.00.

##  

## 3.2                                 The terms of theAmended and Restated 1998 NetRatings Stock Plan will apply in all respectsincluding the 90-day post-termination limitation for the exercise of vestedstock options, which in your case will run from 15 May 2006.

##  

## 3.3                                 The Company will alsoprocure the following provisions in relation to restricted stock: If theCompany meets its defined financial targets, in accordance with the terms ofthe Executive Team Restricted Stock Award Performance Vesting Terms (“RestrictedStock Terms”), you will receive 6,666 (six thousand, six hundred and sixty six)shares of NetRatings common stock, available following the public release ofNetRatings’ full year 2005 financial results, currently scheduled for 9 March2005, after the close of the Nasdaq market. The balance of the restricted stockthat you might otherwise have received under the Restricted Stock Terms, isforfeited.

##  

## 3.4                                 You should note thatthe Company is under no obligation to provide any of the benefits or paymentsdetailed at 3.1 to 3.3 above, in the circumstances of the termination of youremployment, and it agrees to the above terms without any admission ofliability.

##  

# **4.**                                      Resignationof Directorships

 

Youshall resign as a director of the Company and any Group Company of which youare a director or officer, with effect from 14 February 2006, by delivering tothe Company a letter of resignation in the terms of the draft attached atAppendix 1 and do any other act required by the Company to effect suchresignations from such offices.

 

# **5.**                                      Returnof Property

 

Youagree to return all books, documents, papers (including copies), material,credit cards, keys, mobile communication devices or other property of orrelating to the business of the Company or any Group Company, its or theircustomers, clients or suppliers to the Company’s premises on or before 28February 2006.

 

# **6.**                                      PostTermination Obligations and Confidential Information

 

## 6.1                                 At no time after 28February 2006 shall you directly or indirectly represent yourself as beinginterested in or employed by or in any way connected with the Company or anyGroup Company, other than as a former employee of the Company.

##  

## 6.2                                 In consideration of apayment of £10,000 (ten thousand pounds) (less appropriate statutory deductions), which payment will be made toyou within 21 days of the Termination Date,

##  

## 6.2.1                        you agree that for aperiod of nine months after the Termination Date you will not, directly orindirectly

##  

#### (a)                                  solicit from any clients of the Company with whom you have dealt atany time in the 12 months prior to the Termination Date, any business that isthe same as or which would compete with any business carried on by the Companyas at the Termination Date

 

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#### (b)                                 be involved with in any capacity, or carry on, any business thatcompetes directly with any of the Company’s current products, including but notlimited to Internet Audience Measurement, Web Analytics and AdvertisingEffectiveness

####  

#### (c)                                  solicit any employees of the Company, who are senior managers orsales staff, to work in a business which competes or is preparing to competewith the business of the Company

####  

## 6.2.2                        you agree that youwill not (except with the express written consent of the Board of the Companyor in compliance with an order of a competent court) at any time (withoutlimit) before or after the Termination Date:

##  

#### (a)                                  divulge or communicate to anyperson, company, business entity or other organisation; or

####  

#### (b)                                 use for your own purposes or forany purposes other than those of the Company or any Group Company; or

####  

#### (c)                                  through any failure to exercisedue care and diligence, permit or cause any unauthorised disclosure of

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anyinformation including but not limited to terms of contracts or arrangements,existing and potential projects, information regarding customers, clients or suppliers, disputes,business development and/or marketing programmes and plans, the business,products, affairs and finances of the Company or of any Group Company for thetime being confidential to it or to them or treated by it or them as such andtrade secrets (including, without limitation, technical data and know-how)relating to the business of the Company or of any Group Company or of any ofits or their suppliers, clients or customers (“Confidential Information”).

 

## 6.3                                 Without Prejudice toClause 6.2.2 above and any other terms of this Agreement,  both before and after the TerminationDate,  you will abide by the terms of theCompany Trade Secrets Agreement dated 29 June 2000 and communicated to you onyour joining AC Nielsen eRatings.com, save that Paragraph 3 of the TradeSecrets Agreement is expressly replaced by clause 6.2.1(c) of this Agreement.

##  

# **7.**                                      Confidentiality

 

Youagree that your resignation and the existence of and terms of this Agreement willbe confidential and you will not disclose them to any other person unlessspecifically authorised by the Board of the Company to do so (save for thepurpose of seeking legal advice in relation to them, or to the relevant taxauthorities or as otherwise required by law to disclose), save that afterWilliam Pulver, President and CEO of NetRatings has made a formal announcementto employees (which is expected to be on or after 24 February 2006) you mayalso disclose the fact that you have resigned from the Company

 

# **8.**                                      Retentionof Confidential Information

 

Youundertake that as at the Termination Date no Confidential Information belongingto the Company or any Group Company (including, without limitation, anysoftware programs or codes) whether belonging to the Company or provided to youby them, in

 

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connectionwith your employment, will be stored in any manner where such information iselectronically recoverable by any means, on any electronic device, includingall devices on which you may have stored any such confidential information andwhere any copy has been delivered by you to any third party, including alldevices of such third party.

 

# **9.**                                      Announcements

 

## 9.1                                 You and the Company(on the basis that the Company’s obligations are deliverable via Directors andSenior Executives) undertake not to make nor publish nor cause to be made orpublished to anyone, whether orally or in writing, in any circumstances anydisparaging remarks concerning the other (and in your case concerning any GroupCompany,  the Directors, officers,shareholders or employees of the Company or any Group Company) or make orpublish or cause to be made or published, or do any act or thing which might reasonably be expected to damage thebusiness interests or reputation of the other (and in your case, of any GroupCompany, the Directors, officers, shareholders or employees of the Company orany Group Company).

##  

## 9.2                                 The Company willprovide an employment reference for you in accordance with its usual policy,stating only position held, period of service and (if you consent) your levelof remuneration. Any request for an employment reference must be sent inwriting to the Company addressed to NetRatings UK Ltd, Attention: HR Manager, 2ndFloor West, Unipart House, Garsington Road Oxford OX4 2PG.

##  

# **10.**                               Waiverof Claims Against Company

 

ThisAgreement is in full and final settlement of all and any claims that you mayhave against the Company or any Group Company, in any jurisdiction, relating toyour employment or the holding of any office, the termination of youremployment or the loss of any office or any other matter including any commonlaw, contractual or statutory claims that you have against such companies savefor the sums and benefits due to you as set out in this Agreement, and save inrespect of any claim in respect of accrued pension rights and or any claim inrespect of personal injury, the circumstances relating to which are unknown orcould not reasonably be known to you as at the date of this Agreement (“theExcluded Claims”).

 

# **11.**                               IndependentLegal Advice

 

## 11.1                           It is a condition ofthis Agreement that you have received legal advice from a “relevantindependent adviser” (within the meaning of section 203 of the Employment RightsAct 1996) as to the terms and effect of this Agreement and in particular on itseffect on your ability to pursue a complaint or proceeding in an EmploymentTribunal or civil court. You hereby represent, warrant and undertake that:

##  

### 11.1.1                  you have taken theadvice described in clause 12.1 from Colin Henney of Henmans Solicitors, 116 StAldates, Oxford, OX1 1HA and Colin Henney has supplied to the Company, a letterin the terms of Appendix 2 to this Agreement;

###  

### 11.1.2                  you have been advisedby your adviser that there is, and was at the time you received the advicereferred to above, in force a contract of insurance or an indemnity providedfor members of a profession or professional body covering the risk of a claimby you in respect of loss arising in consequence of that advice;

 

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### 11.1.3                  you have instructedyour adviser to advise as to whether you have or may have any claims, includingstatutory claims, against the Company or any Group Company arising out of or inconnection with your employment or directorship(s) and its or theirtermination; and

###  

### 11.1.4                  you have provided youradviser with all available information which your adviser requires or mayrequire in order to advise whether you have any such claims and your adviserhas advised you that on the basis of the information available to your adviser:

###  

#### (a)                                  your only claims or potential complaints against the Company or anyGroup Company, whether statutory, contractual, at common law or otherwise, arethose listed in Clause 12.1 of this Agreement; and

####  

#### (b)                                 you have no other claim against the Company or any Group Companywhether statutory, contractual, at common law or otherwise Except in respect ofthe Excluded Claims (if any)

####  

# **12.**                               Fulland Final Settlement

 

## 12.1                           You agree the termsof this Agreement are without admission of liability on the part of the Companyor any Group Company in full and final settlement of all claims (if any)(except in respect of the Excluded Claims), in any legal jurisdiction, whethercontractual, statutory or otherwise whether contemplated or not which you haveor may have against the Company or any Group Company or their respectiveshareholders, officers or employees arising out of or in connection with youremployment or directorships and its or their termination, including but notlimited to the following claims under English and/or European Union law whichare the complaints to which this Agreement relates and which may becontemplated by you in the current circumstances or which are the subject ofcommenced proceedings. [***EMPLOYEE’SADVISER TO DELETE CLAIMS THAT ARE NOT CONTEMPLATED BY EMPLOYEE OR THE SUBJECTOF COMMENCED PROCEEDINGS***]

##  

### 12.1.1                  any claim for unfairdismissal;

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### 12.1.2                  intentionallydeleted;

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### 12.1.3                  any claim arising outof a contravention or an alleged contravention of the Employment Act 2002and/or the Employment Act 2002 (Dispute Resolution) Regulations 2004 (statutorydismissal, disciplinary and grievance procedures);

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### 12.1.4                  any claim arising outof a contravention or an alleged contravention of Part II of the EmploymentRights Act 1996 (protection of wages);

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### 12.1.5                  intentionallydeleted;

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### 12.1.6                  any claim arising outof a contravention or alleged contravention of Regulation 10 (duty to informand consult) or Regulation 11 (entitlement to compensation) of the Transfer ofUndertakings (Protection Employment) Regulations 1981;

 

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### 12.1.7                  intentionallydeleted;

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### 12.1.8                  intentionallydeleted;

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### 12.1.9                  intentionallydeleted;

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### 12.1.10            any claim ofdisability discrimination;

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### 12.1.11            any claims under theWorking Time Regulations 1998;

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### 12.1.12            intentionallydeleted;

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### 12.1.13            any claim for breachof contract;

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### 12.1.14            intentionallydeleted;

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### 12.1.15            intentionallydeleted;

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### 12.1.16            intentionallydeleted;

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### 12.1.17            intentionallydeleted;

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### 12.1.18            any claims arisingout of or in connection with any entitlement to stock options or restrictedstock.

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### 12.1.19            any claims inrelation to a bonus or other incentive payment or award

###  

## 12.2                           You warrant to thebest of your information and belief that you are not aware of the circumstancesof any personal injury claim that you might have against the Company or anyother Group Company and that as at the date of this Agreement you have notreceived any social security benefits in respect of any injury, accident ordisease alleged to have occurred in connection with, as a result of or beencaused by any claim referred to in this clause 12.

##  

## Youconfirm that you have not instituted any complaint to or proceedings in theHigh Court, a County Court or an Employment Tribunal and agree to refrain frombringing or instituting any claims against the Company or any shareholder,officer or employee of the Company including but not limited to those claimsspecified in clause 13.

##  

# **13.**                               Reliance

 

Youacknowledge that the Company has entered into this Agreement in reliance on thewarranties, representations, acknowledgments and undertakings given by youherein. In the event of any breach by you of the warranties, representations,acknowledgements and undertakings and/or in the event of you bringing anyclaims set out in clause 13, without prejudice to any other remedy the Companymay have, an amount in respect of the total Consideration at clause 3.1 shallbe repaid to you to the Company forthwith and shall be recoverable by theCompany as a debt.

 

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# **14.**                               Satisfactionof Conditions Regarding Compromise Agreements

 

Itis agreed and acknowledged that the conditions regulating Compromise Agreementscontained in Section 77 of the Sex Discrimination Act 1975, Section 72 of theRace Relations Act 1976, Section 288 of the Trade Union and Labour Relations(Consolidation) Act 1992, Section 9 of the Disability Discrimination Act 1995,Section 203 of the Employment Rights Act 1996, Section 49 of the NationalMinimum Wage Act 1998, Regulation 35 of the Working Time Regulations 1998,Regulation 41 of the Transnational Information and Consultation of EmployeesRegulations 1999, Schedule 4 of the Employment Equality (Religion or Belief)Regulations 2003 and Schedule 4 of the Employment Equality (Sexual Orientation)Regulations 2003 are intended to be and have been satisfied.

 

# **15.**                               Enforcement

 

AnyGroup Company and any person being a director, officer, agent or employee,( butnot you) of the Company or any Group Company at the date of this Agreement mayenforce any of the terms of this Agreement in such person’s own right and theContracts (Rights of Third Parties) Act 1999 shall apply only to this extent.

 

# **16.**                               Severability

 

Shouldany provision of this Agreement become legally unenforceable, no other provisionof this Agreement shall be affected and this Agreement shall be construed as ifthe Agreement had never included the unenforceable provision.

 

# **17.**                               Jurisdiction

 

ThisAgreement shall be governed by and construed in accordance with English law andyou and the Company hereby submit to the exclusive jurisdiction of the EnglishCourts. This Agreement may, however, be enforced by the Company in any court ofcompetent jurisdiction.

 

# **18.**                               Headings

 

The headings to clauses in this Agreement arefor convenience only and have no legal effect.

 

# **19.**                               Counterparts

 

ThisAgreement may be executed in one or more parts by the parties on separatecounterpart or facsimile copies each of which when so executed by any partyshall be an original but all executed counterpart or facsimile copies shalltogether when delivered constitute but one agreement. This Agreement shall notbe completed delivered or dated until each party has received counterpart orfacsimile copies validly executed by all other parties. The date of this Agreementshall be the date in the United Kingdom on which validly executed copies werereceived by all parties.

 

# **20.**                               WholeAgreement

 

ThisAgreement sets out the entire agreement between the Company and you andsupersedes all prior discussions between the parties or their advisers and allstatements,

 

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representations,terms and conditions, warranties, guarantees, proposals, communications andunderstandings whenever given and whether orally or in writing.

 
| Signed by:                   | /s/ David Day                              |   |
|------------------------------|--------------------------------------------|--------|
|                         |                                       |   |
|                         | David Day                                  |   |
|                         |                                       |   |
| In the presence of a witness |                                       |   |
| Signed  by:                  | /s/  Oona Phipps                           |   |
|                         |                                       |   |
| Witness  name:               | Oona  Phipps                               |   |
|                         |                                       |   |
| Witness  address:            | 116  St Aldates                            |   |
|                         | Oxford  OX1 H1A                            |   |
|                         |                                       |   |
|                         |                                       |   |
| Signed  by                   | /s/  Alan Shapiro                          |   |
| ** **                   | **For and on behalf of NetRatings UK Ltd** |

 

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