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I am delighted to offer you the position of Chief Human Resources Officer, Nielsen Holdings based in our New York City office, to myself. Your hire date is January 13, 2020. Upon the completion of the separation or other similar disposition of the Connect business, your title will become Chief Human Resources Officer, Nielsen Media.

You will participate in our Annual Incentive Plan with an annual target of $500,000. Annual incentive payments are typically made in March of each year. For the 2020 plan year, 1/6^th or $83,333, will be paid out on your 6 month anniversary and another 1/6^th or $83,333, will be paid on your 12 month anniversary. The remaining portion of your annual incentive will be subject to overall business and individual performance and paid at the time normal bonus payments are made.

As a member of Nielsen’s senior management team, you will be eligible to participate in discretionary Long Term Incentive (LTI) awards.

In February of 2020, 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 $600,000 under our Long Term Performance Plan (LTPP). The PRSUs will be earned based on the company achieving approved cumulative financial performance targets over the three-year period commencing January 1, 2020.

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Restricted stock units (RSUs) having a value of $400,000. 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.

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 1x 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.

The company will reimburse the costs of temporary accommodations in New York City for up to 90 days from your date of hire. In addition, we will reimburse relocation expenses from New Jersey to New York City provided that the relocation is initiated within 12 months of your hire date. Relocation costs include but are not limited to home sale/purchase and movement of household goods according to Nielsen’s relocation policy. You will be required to use Nielsen preferred relocation provider, Cartus.

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 (1-833-372-8751).

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.

Successful completion of a background check including prior employment and education verification.

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.

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.

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.


David Kenny	Accepted:


		Laurie Lovett	Date

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Eligible shares include shares owned directly, jointly, beneficially owned held indirectly, shares held in 401(k)

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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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Guideline shares are calculated for new hires using the closing price of a Nielsen share on the hire date

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Compensation Committee may waive application of guidelines in event of financial hardship