Offer Letter to Linda Zukauckas, dated as of January 10, 2020
Exhibit 10.4(h)
| David Kenny |
| Chief Executive Officer |
January 10, 2020
Ms. Linda Zukauckas
Dear Linda,
I am delighted to offer you the position of Chief Financial Officer, Nielsen Holdings plc based in our New York City office, reporting to myself. Your hire date is February 3, 2020 or another mutually agreed upon hire date. Upon the completion of the separation or other similar disposition of the Connect business, your title will become Chief Financial Officer, Nielsen Media.
Base Salary
Your annualized base salary will be $800,000, payable in biweekly installments.
Annual Incentive
You will participate in our Annual Incentive Plan with an annual target of $900,000. Annual incentive payments are typically made in March of each year.
Long Term Incentives
As a member of Nielsen’s senior management team, you will be eligible to participate in discretionary Long Term Incentive (LTI) awards.
As soon as practical after your hire date, we will recommend to the Compensation Committee of the Board of Directors that you are awarded equity grants as follows:
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| • | Performance restricted stock units (PRSUs), having a value of $1,650,000 under our Long Term Performance Plan (LTPP). The PRSUs will be earned based on the company achieving approved cumulative financial performance targets and are expected to vest at the end of a three-year performance period commencing January 1, 2020. |
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| • | Restricted stock units (RSUs) having a value of $1,100,000. RSUs automatically vest in 4 equal annual installments commencing on the first anniversary of the grant date provided you are an active employee on the vesting date. |
Make Whole Award
To compensate you for the loss of your annual incentive award at your former employer, the Compensation Committee of the Board has approved a one-time hiring cash award with a value of $1,000,000. This award will be paid as soon as administratively possible following your hire date. If you resign voluntarily without good reason or are terminated for cause within one year of receiving this payment, you agree to repay this amount in full.
The $1,000,000 one-time hiring cash award will be reduced by the amount of any 2019 annual incentive payment paid to you by your prior employer.
In addition, to compensate you for the loss of unvested equity at your former employer, the Compensation Committee of the Board has approved a one-time hiring equity award to be granted on your date of hire, using the closing price of Nielsen stock on the date of hire and having a value of $3,600,000. The award will be denominated in time-based RSUs that (i) will vest in 3 installments as follows: 40% on April 30, 2020, 30% on April 30, 2021 and 30% on April 30, 2022 provided you are an employee on the vesting date and (ii) will have such other terms contained in the form of award agreement attached as Exhibit 1A to this offer letter.
One Time New Hire Equity Grant
The Compensation Committee of the Board has approved a one-time new hire equity award to be granted on your hire date. The New Hire Award will consist of 100,000 performance stock options (New Hire PSOs). The New Hire PSOs will (i) use the Black-Scholes option pricing model to determine the fair value of the award, (ii) have a seven year term, (iii) a strike price equal to the closing price of Nielsen stock on the grant date and (iv) such other terms contained in the form of award agreement attached as Exhibit 1B to this offer letter.
Miscellaneous
As a senior executive at Nielsen you are expected to accumulate and maintain a meaningful level of stock ownership in the Company. The value of your stock ownership guideline is 3x your annual salary. The guideline shares will be determined using the closing price of a Nielsen share on your hire date. A summary of our stock ownership guideline is included in the addendum to this offer letter.
You will be eligible for reimbursement of actual expenses incurred for annual financial planning and executive health examination up to annual limits of $15,000 and $2,500 respectively.
Nielsen will reimburse you for reasonable, documented legal fees that you incur in connection with accepting this position at Nielsen, subject to a cap of $25,000.
As a Nielsen employee, you will be eligible for all benefits currently offered to members of the Nielsen senior management team as of your first day of employment. Within a week of your start date you should receive an email from Alight, our benefits administration platform, inviting you to enroll in our benefit plans. You must enroll within 31 days of your hire date. If you do not receive your email, please contact the Alight Benefits Service Center (1 ###-###-####).
While it is our sincere hope that our relationship will be a long and mutually beneficial one, your employment by Nielsen is at-will, which means either you or the company may voluntarily terminate your employment at any time. In the event your employment is terminated involuntarily (except in cases deemed to be "for cause") or voluntarily "for good reason", you will receive benefits as described in our Executive Severance Policy, a copy of which is enclosed with this letter.
In the event of a qualifying termination during the change in control period, as defined under the Executive Severance Policy, for a year in which a pro-rata or no bonus has been paid due to you commencing employment with Nielsen, we will use the target bonus opportunity in calculating the average bonus payout.
This offer is conditional upon the following:
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| 1. | Successful completion of a background check including prior employment and education verification. |
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| 2. | Your completion of the Employment Eligibility Verification Form I-9. The Immigration Reform and Control Act of 1985 requires employers to verify that all employees are legally authorized to work in the United States. |
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| 3. | Signed return of necessary documents listed on the form to establish your identity and employment eligibility. This form, and other new hire paperwork will be sent to you upon accepting this offer and should be submitted on your first day of employment. |
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| 4. | Your signing the enclosed Executive Non Disclosure, Non Solicitation, Non-Competition and Inventions Assignment Agreement. |
On behalf of the entire Nielsen team, I am thrilled to welcome you to our organization. I look forward to working together as you build a rewarding career and we create long term value at Nielsen.
Sincerely,
| David Kenny |
| Accepted: |
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| Linda Zukauckas | Date |
Share Ownership Guidelines Summary
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| • | Eligible shares include shares owned directly, jointly, beneficially owned held indirectly, shares held in 401(k) |
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| • | Ineligible shares include stock options and shares pledged for loans |
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| • | There is no set time period to attain the guideline but until the guideline is attained, executive is restricted from selling shares (with the exception of shares used to cover income tax liability on vesting RSUs and on option exercise and hold transactions) |
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| • | Guidelines are set using a multiple of base salary for Section 16 Officers |
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| • | Guideline shares are calculated for new hires using the closing price of a Nielsen share on the hire date |
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| • | Guidelines are reset each January |
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| • | 3x base salary is the maximum threshold below the level of the CEO |
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| • | Executive is to produce an annual statement or certification of share ownership |
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| • | Compensation Committee may waive application of guidelines in event of financial hardship |
