Side Letter to Employment Agreement among Valcon Acquisition Holding (Luxembourg) S.à r.l., VNU, Inc., and David L. Calhoun
This side letter, dated August 22, 2006, is an addendum to the employment agreement between David L. Calhoun, Valcon Acquisition Holding (Luxembourg) S.à r.l., and VNU, Inc. It formally notifies Mr. Calhoun of a list of companies that are considered "Competitive Entities" under the terms of his employment agreement. The letter clarifies which organizations Mr. Calhoun is restricted from engaging with, as specified in the original agreement. All parties have acknowledged and signed the letter.
Exhibit 10.5(B)
| Valcon Acquisition Holding (Luxembourg) S.à r.l. 52 rue de Rollingergrund L-2440 Luxembourg Grand Duchy of Luxembourg | VNU, Inc. 770 Broadway New York, New York 10003-9595 United States |
August 22, 2006
David L. Calhoun
c/o Proskauer Rose LLP
1585 Broadway
New York, NY 10036-8299
Dear David:
Reference is made to that certain employment agreement (the “Employment Agreement”), dated as of August 22, 2006, by and between you, Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg, and VNU, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Employment Agreement.
In accordance with Section 6(a)(i) of the Employment Agreement, you are hereby notified that each of the following entities shall constitute a Competitive Entity for purposes of the Employment Agreement:
| 1. | Information Resources, Inc. |
| 2. | Taylor Nelson Sofres plc |
| 3. | GfK AG |
| 4. | Ipsos SA |
| 5. | IMS Health Incorporated |
| 6. | Arbitron Inc. |
| 7. | Reed Elsevier Group plc |
| 8. | The Thomson Corporation |
| 9. | Symphony Technology Group, LLC |
| Valcon Acquisition Holding (Luxembourg) S.à r.l. | ||
| By: | /s/ Authorized Signatory | |
| Name: | ||
| Title: | ||
| VNU, INC. | ||
| By: | /s/ Authorized Signatory | |
| Name: | ||
| Title: | ||
| Receipt acknowledged by: |
| /s/ David L. Calhoun |
| David L. Calhoun |
