Nfo Research, Inc. Directors' Stock Option Plan

NFO RESEARCH, INC. DIRECTORS' STOCK OPTION PLAN
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1. Purpose. The NFO Research, Inc. Directors' Stock Option Plan (the "Plan") has been established by NFO Research, Inc., a Delaware corporation (the "Company"), to secure for the Company and its stockholders the benefits arising from capital ownership by those non-employee directors of the Company and its Subsidiaries (as defined below) who will be responsible for its future growth and continued success. The Plan will provide a means whereby such individuals may purchase shares of the Common Stock of the Company pursuant to options that are not intended to qualify as incentive stock options under section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The term "Subsidiary" means each corporation of which the Company owns directly or indirectly at least 50% of the total combined voting power of all classes of stock entitled to vote.


2. Administration. The Plan is intended to be a largely self- governing plan. To the extent, if any, that questions of administration arise, these shall be resolved by the Board of Directors of the Company (the "Board of Directors"). Any interpretation of the Plan by the Board of Directors and any decision made by the Board of Directors on any other matter within its discretion is final and binding on all persons. No member of the Board of Directors shall be liable for any action or determination made with respect to the Plan.


3. Participation. Each member of the Company's Board of Directors who is not an employee of the Company or a Subsidiary shall be a "Participant" in the Plan. Upon a Participant's initial election to the Company's Board of Directors, such Participant shall receive an option to purchase 22,500 Shares. Upon re-election to the Board of Directors, each Participant shall receive, on the date of annual meeting of the Company's stockholders, an option to purchase an additional 15,000 Shares.


Notwithstanding the foregoing, each Participant who is a Director on the Company's Board of Directors on the date of the 1999 annual meeting of the Company's stockholders shall receive, on the date of such meeting, an option to purchase 45,000 Shares. No options shall be granted such Participants upon re-election at the 2000 and 2001 annual meetings of the Company's Stockholders. Thereafter, each such Participant who is re-elected to the Board of Directors at and after the 2002 annual meeting of the Company's stockholders shall receive, on the date of each such annual meeting of the Company's stockholders, an option to purchase an additional 15,000 Shares.


4. Shares Subject to the Plan. Subject to the provisions of paragraph 12, the aggregate number of Shares for which options may be granted under the Plan shall not exceed 360,000 Shares. If, as to any number of Shares, any


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option granted pursuant to the Plan shall expire or terminate for any reason without all Shares subject to such option being issued, such number of unissued Shares shall again be available for grant under the Plan.


5. Option Price. The price at which a Share may be purchased pursuant to the exercise of an option under the Plan shall not be less than the Fair Market Value (as defined below) of a Share on the date an option is awarded under the Plan. Subject to the provisions of paragraph 12, for all purpose ...