Exhibit 10.29


 


AMENDED AND RESTATED


 


IMS HEALTH INCORPORATED


 


EMPLOYEE PROTECTION PLAN


 


 


IMS Health Incorporated (the “Company”) wishes to
define those circumstances under which it will provide assistance to an
Eligible Employee in the event of his or her Eligible Termination (as such
terms are defined herein).  Accordingly,
the Company hereby amends and restates the IMS Health Incorporated Employee
Protection Plan (the “Plan”).


 


Section 1 -
DEFINITIONS


 


1.1           “Acquiring
Company” shall mean any entity that is the recipient of a Company division,
business unit, function or process whether by sale, spin-off, divestiture, or
outsourcing.


 


1.2           “Cause”
shall mean (a) willful malfeasance or willful misconduct by the Eligible
Employee in connection with his or her employment, (b) continuing failure to
perform such duties as are requested by any employee to whom the Eligible
Employee reports, directly or indirectly, or by the board of directors of
either the Company or the Participating Company which employs the Eligible
Employee, (c) failure by the Eligible Employee to observe material policies of
the Company or Participating Company applicable to the Eligible Employee or (d)
the commission by an Eligible Employee of (i) any felony or (ii) any
misdemeanor involving moral turpitude.


 


1.3           “Change
In Control” shall mean the occurrence, after the effective date hereof, of one
of the following events:


 


(a)                                  any “Person,” as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock in the
Company) becomes the “Beneficial Owners” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company’s then-outstanding
securities;


 


(b)                                 during any period of 24 months (not
including any period prior to the effective date of this Plan), individuals who
at the beginning of such period constitute the board of directors of the
Company (the “Board”), and any new director (other than (i) a director
nominated by a Person who has entered into an agreement with the Company to
effect a transaction described in paragraphs (a), (c), or (d) of this
definition, (ii) a director nominated by any Person (including the Company) who
publicly announces an intention to take or to consider taking actions
(including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control, or (iii) a director nominated
by any Person who is the Beneficial Owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the Company’s securities) whose election by the Board or nomination for
election by the


 





















 


Company’s
stockholders was approved in advance by a vote of at least two thirds (2/3) of
the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof;


 


(c)                                  the stockholders of the Company approve
any transaction or series of transactions under which the Company is merged or
consolidated with any other company, other than a merger or consolidation (i)
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 66 2/3% of the combined voting power of the voting securities
of the Company or such surviving entity outstanding immediately after such
merger or consolidation and (ii) after which no Person holds 20% or more of the
combined voting power of the then-outstanding securities of the Company or such
surviving entity;


 


(d)                                 the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets;
or


 


(e)                                  the Board adopts a resolution to the effect
that, for purposes of this Plan, a Change in Control has occurred.


 


1.4           “Change
in Control Period” shall mean the period beginning upon a Change in Control and
ending at the end of the 12th month following the Change in Control.


 


1.5           “Cognizant”
shall mean the Cognizant Corporation (which since the Spinoff Date has been
renamed Neilsen Media Research, Inc.).


 


1.6       “Committee” shall mean
the Compensation and Benefits Committee of the Board of Directors of the
Company.


 


1.7           “Comparable
Position” shall mean a position with the Company, an affiliate, or an Acquiring
Company of approximately the same amount of Salary (i.e. not less than 100% of
Salary) and which requires the use of similar skills and experience.  For purposes of this Plan, determining
whether a position is a “Comparable Position” shall not consider whether
benefits or eligibility for benefits remain the same.


 


1.8           “Eligible
Employee” shall mean a full-time salaried employee or regular part-time
salaried employee of (a) the Company, (b) a Participating Company, or (c) any
affiliated entity of the Company (other than a Participating Company) which
employee has been selected to participate in the Plan by the Employee Benefits
Committee; provided, however, that (i) an employee who has entered into an
agreement with the Company or a Participating Company which expressly excludes
such employee from participation in this Plan (e.g., by naming this Plan or
excluding participation in Company-sponsored severance plans generally) and
which remains in effect at the date of such employee’s termination of
employment shall not be an Eligible Employee; and (ii) an employee who
otherwise would qualify but who is not on the United States payroll shall be an
Eligible Employee only if so determined by the Employee Benefits Committee, and
such Eligible Employee, and any employee who qualifies as an Eligible Employee
under clause (c) of this definition, shall be subject to such additional terms
and 


 


2





















 


limitations as the Employee Benefits Committee may
deem necessary or advisable.  Each
Eligible Employee shall be designated as within one of the groups specified as
“Selected Executives,” “Level A,” “Level B,” or “Level C” on Attachment A
hereto.


 


1.9           “Eligible
Termination” shall mean (a) an involuntary termination of employment by the
Company or a Participating Company for any reason, except that, in the case of
any Eligible Employee, an involuntary termination for Cause will not constitute
an Eligible Termination and, in the case of any Eligible Employee designated as
within Level A, Level B, or Level C on Attachment A hereto, an involuntary
termination due to unsatisfactory performance will not constitute an Eligible
Termination (unless otherwise determined by the Employee Benefits Committee or
a person to whom such Committee has delegated authority under the Plan); or (b)
a resignation mutually agreed to in writing by the Company or a Participating
Company and the Eligible Employee, in which writing it is expressly agreed that
benefits under this Plan will be available to the Eligible Employee.  The foregoing notwithstanding, an Eligible
Termination shall not include (x) a unilateral resignation; or (y) any
termination where an offer of employment is made to the Eligible Employee of a
Comparable Position at the Company, an affiliate, or an Acquiring Company
concurrently with his or her termination.


 


1.10         “Employee
Benefits Committee” shall mean a committee of Company management employees
heretofore established by the Committee.


 


1.11         “Participating
Company” shall mean any entity affiliated with the Company that has been
designated to participate in the Plan by action of the Employee Benefits
Committee.


 


1.12         “Salary”
shall mean an Eligible Employee’s annual base salary in effect immediately
prior to his or her termination of employment, except as otherwise provided in
Section 2 hereof and Section 1 of Attachment C hereto.


 


1.13         “Severance
Agreement and Release” shall mean an agreement signed by the Eligible Employee
substantially in the form attached hereto as Attachment D.  The foregoing notwithstanding, the Company
may, by action of its chief human resources officer or chief legal counsel or a
person delegated authority by one of such persons, modify the form of Severance
Agreement and Release to be signed by any Eligible Employee, subject to such
limitations or procedures as may be specified by the Employee Benefits
Committee, and provided that, during the Change in Control Period, such
Agreement shall not be modified in a manner that increases the obligations or
decreases the rights of the Eligible Employee as compared to the form of such
Agreement in use prior to the Change in Control.


 


1.14         “Spinoff
Date” shall mean the date on which there was effected the distribution of
common stock of the Company owned by Cognizant to holders of record of shares
of common stock, par value $0.01 per share, of Cognizant.


 


1.15         “Year
of Service” shall mean, for purposes of applying the formula set forth in
Attachment B, each full and partial year of employment with the Company, any
Participating Company, and otherwise as specified in the final sentence of this
definition, in each case beginning with the Eligible Employee’s initial date of
hire; provided, however, that (i) all partial years of service shall be
aggregated for purposes of determining the total number of Years of Service;
(ii), in the case of an Eligible Employee who was not continuously employed, no
period of employment previously taken into account, if such Eligible Employee
was eligible for 


 


 


3





















 


 


 


severance benefits upon any prior termination, shall be taken into
account in determining Years of Service hereunder; and (iii), in the case of an
Eligible Employee who was a regular part-time employee during any period of
employment which would be taken into account in determining his or her Years of
Service, such period shall be adjusted to equivalent full-time employment for
purposes of determining Years of Service by multiplying the total number of
weeks in such period by a fraction the numerator of which is the total number
of hours such employee was scheduled to work during each week and the
denominator of which is the number of hours a full-time employee would have been
scheduled to work during such week, and dividing the product by 52.  The Eligible Employee shall continue to
accrue Service for purposes of this definition during approved leaves of
absence, military service absences, paid holidays, paid vacations, temporary
absences due to illness or injury, disability, or any other cause, if and to
the extent that service is customarily accrued for purposes of the retirement
plan or plans of the Company or Participating Company which then employs the
Eligible Employee.  With respect to
periods of employment with companies which are acquired or become affiliated
with the Company after the Spinoff Date, any periods of employment of an
Eligible Employee prior to the date of acquisition or affiliation will not be
taken into account in determining Years of Service unless expressly approved in
writing by the Employee Benefits Committee. 
Other provisions of this Plan notwithstanding and to the extent required
by any Employee Benefits Agreement among Cognizant, Nielsen Media Research,
Inc., and the Company, “Years of Service” shall include all periods of
employment prior to the Spinoff Date to the extent such employment would have
been taken into account under the Cognizant Career Transition Plan as in
existence immediately prior to the Spinoff Date.


 


Section 2 -
SEVERANCE BENEFITS


 


2.1           Subject
to the provisions of this Section 2 (including the condition set forth in
Section 2.4), in the event of an Eligible Termination by an Eligible Employee:


 


(a)           If
the Eligible Termination occurs not within a Change in Control Period, the
Eligible Employee shall be entitled to receive from the Company or a
Participating Company the Salary continuation and benefits in the amount
determined in accordance with Attachment C for the period specified on
Attachment B hereto, subject to Section 2.2 and 2.3; and


 


(b)           If
the Eligible Termination occurs within the Change in Control Period, the
Eligible Employee shall be entitled to receive from the Company or a
Participating Company the Salary continuation in an amount equal to 130% of the
amount determined in accordance with Attachment C for the period specified on
Attachment B hereto and benefits for the period specified on Attachment B
hereto, subject to Section 2.2 and 2.3; provided, however, that if the Company
or a Participating Company and the Eligible Employee have entered into a
Change-in-Control Agreement or other agreement specifically providing for
severance payments and benefits upon specified terminations following a change
in control of the Company which is in effect at the date of the Eligible
Termination (whether or not severance payments and benefits are actually
payable under such other agreement), no Salary continuation or benefits shall
be payable to the Eligible Employee under this Plan.


 


2.2           If,
during the period that Salary and benefits continuation is to be provided under
Section 2.1 and Attachment B hereto, the Eligible Employee earns or accrues
compensation and benefits under any employment or compensatory arrangement for
services provided to any party other than the Company or a Participating
Company (including as an employee, consultant,


 


4





















 


owner, partner,
associate, agent, independent contractor, sole proprietor, security holder, or
otherwise in an arrangement in which anything of value is earned or accrued
based on services of the Eligible Employee), the Salary continuation payments
and benefits continuation shall terminate as of the date such services
commenced.  The Eligible Employee shall
inform the Employee Benefits Committee of any such employment or other
arrangement under which such services will be provided, prior to or upon
commencement of such employment or arrangement, including the date as of which
such employment or services commenced. 
The Company or a Participating Company shall be entitled to recover from
the Eligible Employee any payments and the fair market value of benefits
previously made or provided to the Eligible Employee under the Plan which would
not have been paid under this Section 2.2 if the Employee Benefits Committee
had adequate prior notice of the matters specified in the preceding
sentence.  If, during the period that
Salary and benefits continuation is to be provided under Section 2.1 and
Attachment B hereto, the Eligible Employee becomes reemployed by the Company or
a Participating Company or enters into a compensation arrangement with the
Company or a Participating Company not contemplated at the time of his or her
termination, Salary and benefits continuation hereunder will continue only if
and to the extent determined by the Employee Benefits Committee.  All determinations under this Section 2.2
shall be made in the sole discretion of the Employee Benefits Committee.


 


2.3           Unless
otherwise determined by the Employee Benefits Committee, the amount of Salary
payable during the period specified in Attachment B shall be reduced by each of
the following amounts, if any, applicable to the Eligible Employee (but not
reduced to an amount less than zero pursuant to this Section 2.3):


 


(i)            the amount of any sign-on bonus or
any other amount(s) paid by the Company or any of its affiliated entities to
the Eligible Employee (other than the payment of base salary,
performance-related bonuses, or reimbursement of business-related expenses
incurred by the Eligible Employee) in connection with the Eligible Employee’s
commencement of employment, if such payment(s) occurred within twelve months of
the date of the Eligible Termination, or


 


(ii)           the amount of any severance payments,
termination payments or any other amounts paid or payable to the Eligible
Employee arising from or relating to the termination of employment of the
Eligible Employee by the Company or any affiliated entity, whether the rights
to such payments arise from (a) severance or other benefit plans sponsored by
the Company or any of its affiliated entities, (b) the laws of any governmental
entity, (c) the requirements of any works council or labor organization, or (d)
the terms of any agreement between the Eligible Employee and the Company and/or
any of its affiliated entities.


 


If reduced in accordance with this Section 2.3, the aggregate amount of
Salary payable during the period specified in Attachment B shall equal the
aggregate amount of Salary that would have been payable over the entire period
(i.e., before any reduction) minus the amount referred to in clause (i) of this
Section and minus the amount referred to in clause (ii) of this Section.  Such aggregate amount of Salary shall be
payable proportionately over the period during which Salary continuation is to
be paid, as specified in Attachment B hereto.


 


5





















 


2.4           The
grant of severance benefits pursuant to Section 2.1 hereof is conditioned upon
an Eligible Employee’s signing a Severance Agreement and Release and the
expiration of any revocation period set forth therein.


 


2.5           Notwithstanding
any other provision contained herein (except as set forth in this Section 2.5),
the Chief Executive Officer of the Company or an officer to whom the Chief
Executive Officer has delegated authority may, at any time, take such action as
such officer, in such officer’s sole discretion, deems appropriate to reduce or
increase by any amount the benefits otherwise payable to an Eligible Employee
pursuant to Section 2.1, including the amount payable as Salary during the
period specified in Attachment B, or otherwise modify the terms and conditions
applicable to an Eligible Employee under this Plan provided that the Chief
Executive Officer or such delegatee reports any reduction or increase in
benefits or other modification of the terms and conditions hereof to the
Employee Benefits Committee. 
Notwithstanding the foregoing, during the Change in Control Period, the
Chief Executive Officer and any delegatee may not reduce by any amount the
benefits otherwise payable to an Eligible Employee pursuant to Section 2.1(b)
or otherwise modify the terms and conditions applicable to an Eligible Employee
under the Plan.  Benefits granted hereunder
may not exceed an amount nor be paid over a period which would cause the Plan
to be other than a “welfare benefit plan” under section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).


 


2.6           In
the event the Company or a Participating Company, in its sole discretion,
grants an Eligible Employee a period of inactive employee status, any amounts
paid to such Eligible Employee during any such period shall offset the benefits
payable under this Plan if the Eligible Employee does not resume active
employment prior to termination of employment. 
For this purpose, a period of inactive employee status shall mean the
period beginning on the date such status commences (of which the Eligible Employee
shall be notified) and ending on the date of such Eligible Employee’s
termination of employment or resumption of active employment.


 


Section 3 -
AMENDMENT AND TERMINATION


 


3.1           The
Company reserves the right to terminate the Plan at any time and without any
further obligation by action of its Board of Directors or such other person or
persons to whom the Board properly delegates such authority; provided, however,
during a Change in Control Period, the Company may not terminate the Plan.


 


3.2           The
Company shall have the right to modify or amend the terms of the Plan at any
time, or from time to time, to any extent that it may deem advisable by action
of its Board of Directors, the Committee or such other person or persons to
whom the Board or the Committee properly has delegated such authority;
provided, however, that during a Change in Control Period, the Company may not
modify or amend the terms of the Plan in a manner which reduces the
compensation or benefits otherwise payable hereunder; and provided further,
that the Company may not modify or amend the terms of the Plan in a manner
which materially adversely affects the rights of a person who has commenced to
receive compensation or benefits hereunder following an Eligible Termination.


 


3.3           All modifications of or amendments to
the Plan shall be in writing.


 


6





















 


Section 4 -
ADMINISTRATION OF THE PLAN


 


4.1           The
Employee Benefits Committee shall be the Plan Administrator and shall have the
exclusive right, power and authority to:


 


(a)                                  construe and interpret any and all of the
provisions of the Plan;


 


(b)                                 establish a claims and appeals procedure; and


 


(c)                                  consider and decide conclusively any questions
(whether of fact or otherwise) arising in connection with the administration of
the Plan or any claim for Salary and benefits continuation arising under the
Plan.


 


Any decision or action of
the Employee Benefits Committee pursuant to this Section 4.1 shall be in the
sole discretion of the Employee Benefits Committee and shall be conclusive and
binding on any affected person.


 


4.2           With
respect to any function of the Employee Benefits Committee under the Plan, the
Employee Benefits Committee may, in its sole discretion, delegate its authority
under the Plan to any employee(s) or committee of employees of the Company or
Participating Companies, and may designate such employee(s) or committee to
function as or act on behalf of the Employee Benefits Committee.


 


4.3           The
Company shall indemnify any individual who is a director, officer or employee
of the Company or any affiliate, or his or her heirs and legal representatives,
against all liability and reasonable expense, including counsel fees, amounts
paid in settlement and amounts of judgments, fines or penalties, incurred or
imposed upon him or her in connection with any claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative, in
connection with his or her duties with respect to the Plan, provided that any
act or omission giving rise to such claim, action, suit or proceeding does not
constitute willful misconduct or is not performed or omitted in bad faith.


 


Section 5 -
MISCELLANEOUS


 


5.1           Neither
the establishment of the Plan nor any action of the Company or a Participating
Company, the Committee, Employee Benefits Committee or any fiduciary shall be
held or construed to confer upon any person any legal right to continue
employment with the Company.  The Company
and Participating Companies expressly reserve the right to discharge any employee
whenever the interest of the Company or a Participating Company, in its sole
judgment, may so require, without any liability on the part of the Company or a
Participating Company, the Committee, Employee Benefits Committee or any
fiduciary.


 


5.2           Benefits
payable under the Plan shall be paid out of the general assets of the Company
or a Participating Company.  The Company
and any Participating Company need not fund the benefits payable under this
Plan; however, nothing in this Section 5.2 shall be interpreted as precluding
the Company or any Participating Company from funding or setting aside amounts
in anticipation of paying such benefits. 
Any benefits payable to an Eligible Employee under this Plan shall
represent an unsecured claim by such Eligible Employee against


 


7





















 


the general assets of the Company or the Participating
Company that employed such Eligible Employee.


 


5.3           The Company or a Participating
Company shall deduct from the amount of any Salary continuation or other
benefits payable hereunder amounts required by law to be withheld for the
payment of any taxes and any other amount properly to be withheld.


 


5.4           Benefits payable under the Plan shall
not be subject to assignment, alienation, transfer, pledge, encumbrance,
commutation or anticipation by the Eligible Employee.  Any attempt to assign, alienate, transfer,
pledge, encumber, commute or anticipate Plan benefits shall be void.


 


5.5           This Plan shall be governed by and
construed in accordance with the laws of the State of New Jersey, without
regard to principles of conflicts of laws, except to the extent superseded by
applicable federal law.


 


5.6           This Plan will be of no force or
effect to the extent superseded by foreign law. 
In addition, the terms and conditions of participation of any Eligible
Employee whose employment is subject to the laws or customs of any jurisdiction
other than the United States or a state thereof may be modified by the Employee
Benefits Committee to conform to or otherwise take into account such laws and
customs; in no event shall severance benefits be payable hereunder if and to
the extent that such benefits would duplicate severance benefits payable in
accordance with such laws and customs, although severance benefits payable
hereunder may supplement those payable under such laws and customs.


 


5.7           This
Plan supersedes any and all prior severance arrangements, policies, plans or
practices of the Company and any predecessor (whether written or unwritten),
including any severance arrangement described in any document setting forth an
offer of employment.  Notwithstanding the
preceding sentence, the Plan does not affect the severance provisions of (i)
any written individual employment agreement between an employee and the Company
or a Participating Company which results in such employee not being an Eligible
Employee hereunder; (ii) any Change-in-Control Agreement or other agreement
referred to in Section 2.1(b); and (iii) any other agreement entered into
between an employee and the Company or a Participating Company after the
effective date of this Plan which expressly supersedes the provisions of this
Plan (i.e., by naming this plan) and which remains in effect at the date of
such employee’s termination of employment. 
Benefits payable under the Plan shall be offset by any other severance
or termination payment made by the Company or any of its subsidiaries
including, but not limited to, amounts paid pursuant to any agreement or law.


 


5.8           This Plan shall be effective as of
December 1, 1998 and amended and restated as of March 9, 2005.


 


 


8





















 


Attachment A


 


 


IMS HEALTH INCORPORATED


 


EMPLOYEE PROTECTION PLAN


 


Designated Groups of Eligible Employees


 


For purposes of the
Employee Protection Plan (the “Plan”) of IMS Health Incorporated (the
“Company”), an employee of the Company or any Participating Company (as defined
in the Plan) who is an Eligible Employee (as defined in the Plan) shall be
assigned to the Designated Group in accordance with the chart below.  An Eligible Employee’s Designated Group
assignment generally will determine the period of Salary and benefits
continuation upon an Eligible Termination under Section 2 of the Plan and
Attachment B thereto, subject to the terms of the Plan.


 


 


	
  Designated Group

  	
   

  	
  Participation Criteria

  	
   

  	
  Salary Range

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Selected Executives

  	
   

  	
  Persons who have

  	
   

  	
  N/A

  
	
   

  	
   

  	
  entered into Change

  	
   

  	
   

  
	
   

  	
   

  	
  in Control Agreements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level A

  	
   

  	
  Persons who have not

  	
   

  	
  $150,000 and greater

  
	
   

  	
   

  	
  entered into Change in

  	
   

  	
   

  
	
   

  	
   

  	
  Control Agreements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level B

  	
   

  	
  Persons who have not

  	
   

  	
  $75,000 - $149,999

  
	
   

  	
   

  	
  entered into Change in

  	
   

  	
   

  
	
   

  	
   

  	
  Control Agreements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level C

  	
   

  	
  All other Eligible Em-

  	
   

  	
  N/A

  
	
   

  	
   

  	
  ployees as defined in

  	
   

  	
   

  
	
   

  	
   

  	
  the Plan

  	
   

  	
   

  



 


 





















 


Attachment C


 


 


IMS HEALTH INCORPORATED


 


EMPLOYEE PROTECTION PLAN


 


Certain Terms and Conditions of Salary and Benefits
Continuation


 


 


An Eligible Employee entitled to salary and benefits
continuation under the Employee Protection Plan (the “Plan”) of IMS Health
Incorporated (the “Company”) shall, subject to Section 2 of the Plan, receive
the payments and benefits specified below. 
Capitalized terms used but not defined herein shall have the meanings as
defined in the Plan.


 


1.             Salary Continuation


 


The Eligible Employee shall receive Salary
continuation for the period specified under Section 2 of the Plan and
Attachment B thereto (the “Salary Continuation Period”).  Salary continuation hereunder shall be paid
at the times during such Salary Continuation Period the Eligible Employee’s
salary would have been paid if employment had not terminated.  Solely for purposes of determining the amount
payable during the Salary Continuation Period and for no other purposes of the
Plan, the Employee Benefits Committee may, in its sole discretion, include an
additional cash amount as part of the amount of Salary continuation, in order
to reflect any periodic payment being received as compensation by the Eligible
Employee in addition to Salary immediately prior to termination and to ensure
comparability of benefits among Eligible Employees receiving benefits under the
Plan.  All Salary and benefit
continuation payments shall be subject to termination upon commencement of
employment or services and otherwise as provided in Section 2.2 of the Plan.


 


2.             Welfare Benefit Continuation


 


Medical, dental and life insurance benefits shall be
provided throughout the Salary Continuation Period at the levels in effect for
the Eligible Employee immediately prior to termination of employment but in no
event greater than the levels in effect for active employees generally during
the Salary Continuation Period, provided that the Eligible Employee shall pay
the employee portion of any required premium payments at the level in effect
for employees generally of the Company for such benefits.  For purposes of determining an Eligible
Employee’s entitlement to continuation coverage as required by Title I,
Subtitle B, Part 6 of ERISA, such employee’s 18-month or other period of
coverage shall commence on his or her termination of employment.


 


3.             Annual Bonus Payment


 


Subject to the provisions of this paragraph 3, a cash
bonus for the calendar year of termination shall be paid if the Eligible
Employee was a participant in the annual bonus plan of the Company or a
Participating Company (the “Annual Incentive Plan”) immediately prior to
termination of employment and the Eligible Employee was employed by the Company
or a Participating Company for at least six full months during the calendar
year of termination.  In such event, the
Eligible Employee shall receive a cash amount equal to the actual bonus which


 


 





















 


would have been payable to the Eligible Employee under such Annual
Incentive Plan had such employee remained employed through the end of the year
of such termination multiplied by a fraction the numerator of which is the
number of full months of employment during the calendar year of termination and
the denominator of which is 12.  Such
bonus shall be payable at the time otherwise payable under the Annual Incentive
Plan had employment not terminated.  The
foregoing notwithstanding, (i) no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance, unless otherwise determined by the Employee
Benefits Committee or, in the case of an executive officer of the Company, by
the Compensation and Benefits Committee of the Company’s Board of Directors,
and (ii) no amount shall be paid under this paragraph in the event that Salary
and benefits continuation has previously ceased by operation of Section 2.2 of
the Plan.  The terms of this paragraph 3
supersede those of any Annual Incentive Plan, so that no payment shall be made
under such Annual Incentive Plan to an Eligible Employee following an Eligible
Termination except as provided hereunder. 
The foregoing provisions of this paragraph 3 shall be appropriately
modified in the case of any plan providing bonuses based on 12-month
performance periods other than the calendar year.


 


4.             Long-Term Bonus Payments and
Other Compensation Plans


 


Bonus payouts under any bonus plan with a performance
cycle of greater than one year (the “Long-Term Plan”) of the Company or a
Participating Company in which the Eligible Employee participates immediately
prior to termination shall be determined and governed in accordance with the
terms of such Long-Term Plan.  Payments,
forfeitures, and other events under any compensatory plan, other than those
referred to in paragraphs 1 through 4 hereof, of the Company or a Participating
Company shall be determined and governed in accordance with the terms of such
plan.


 


5.             Death


 


Upon the death of an Eligible Employee during the
Salary Continuation Period, the benefits described in paragraphs 1, 3 and 4 of
this Attachment C shall continue to be paid to his or her estate, as
applicable, at the time or times otherwise provided for herein.


 


6.             Other Benefits


 


The Eligible Employee shall be entitled to such
outplacement services during the Salary Continuation Period as may be provided
by the Company or a Participating Company. 
During the Salary Continuation Period, financial planning/counseling
shall be afforded to the Eligible Employee to the same extent afforded
immediately prior to termination of employment in the event the Eligible
Employee incurred an Eligible Termination other than by reason of
unsatisfactory performance.


 


7.             No Further Grants, Etc.


 


Following an
Eligible Employee’s termination of employment, no further grants, awards,
contributions, accruals or continued participation (except as otherwise
provided for herein) shall be made to or on behalf of such employee under any
plan or program maintained by the Company including, but not limited to, any
Annual Incentive Plan, any Long-Term Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan
of the


 


 


2





















 


Company. 
Any unexercised options (whether vested or unvested), unvested
restricted stock and all other benefits under any plan or program maintained by
the Company (including, but not limited to, any Long-Term Plan or any
qualified or nonqualified retirement, profit sharing, stock option or
restricted stock plan) which are held or accrued by an Eligible Employee at the
time of his or her termination of employment shall be treated in accordance
with the terms of such plans and programs under which such options, restricted
stock or other benefits were granted or accrued.


 


 


3





















 


Attachment D


 


SEVERANCE AGREEMENT AND RELEASE


 


THIS SEVERANCE AGREEMENT
AND RELEASE, made by and between _______________ (hereinafter referred to as
“Employee”), and IMS Health Incorporated (hereinafter deemed to include its
worldwide subsidiaries and affiliates and referred to as the “Company”).


 


WITNESSETH THAT:


 


WHEREAS, Employee
has been employed by the Company and/or a previously affiliated company or
other predecessor since the date specified in the Appendix to this Agreement
(the “Appendix”); and


 


WHEREAS, the
parties to this Agreement desire to enter into an agreement in order to provide
certain salary and benefits continuation to Employee;


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises hereinafter set forth and of
the actions taken pursuant thereto, the parties agree as follows:


 


                1.             Employee’s service with the
Company, including Employee’s service as an officer and Employee’s membership
on any committees, is terminated effective on the date specified in the
Appendix.  By execution of this Agreement,
Employee confirms his or her resignation from all such offices and committees,
effective as of the date specified as “Effective Date of Termination of
Service” in the Appendix.


 


2.             Effective on the date set forth in
the Appendix, Employee will incur an “Eligible Termination” under the IMS Health
Incorporated Employee Protection Plan (the “Plan”), a summary plan description
of which Employee hereby acknowledges having received, and will, accordingly,
be entitled to the salary and benefits continuation specified therein subject
to the terms and conditions of such Plan. 
A summary of the benefits to which Employee is entitled under the Plan
is set forth in the Appendix.  Subject to
the terms of the Plan, the salary and benefits continuation shall be provided
during the “Severance Period,” which shall extend from the date of the Eligible
Termination until the earliest of (i) the “Severance Termination Date”
specified in the Appendix, (ii) the termination of salary continuation and
benefits under Section 2.2 of the Plan as a result of the eligible Employee
earning or accruing compensation from a third party or otherwise under Section
2.2, or (iii) cessation of salary continuation and benefits under any other
provision of the Plan or this Agreement (including paragraph 8 hereof).  Subject to the terms of the Plan, Employee’s
obligations under paragraphs 3, 4 and 5 of this Agreement shall be in effect
during the “Obligation Period,” which shall extend from the date of the
Eligible Termination until the later of (i) the “Severance Termination Date”
specified in the Appendix (whether or not the Severance Period expires earlier
than the Severance Termination Date) or (ii) the first anniversary of the date
of the Eligible Termination.


 


3.             Employee agrees that, during the
Obligation Period, Employee will be reasonably available to consult on matters,
and will cooperate fully with respect to any claims, litigations or
investigations, relating to the Company. 
No reimbursement for expenses incurred after the commencement of a
period of inactive employee status, or if there is no such period, after


 


 





















 


termination of employment, shall be made to Employee
unless authorized in advance by the Company.


4.             Employee agrees that for the Obligation Period, Employee
shall not directly or indirectly, whether as an officer, director, employee,
advisor, consultant, agent or investor (other than by the ownership of a
passive investment interest of not more than 1% in a company with publicly
traded equity securities):


(a)                                seek or accept any employment or other work
with any of the companies listed on Appendix II or their affiliates. Formal
names of the companies listed on Appendix II may vary slightly from what is
shown in Appendix II; in that event, the correct name will be deemed
substituted where it can be ascertained with reasonable certainty;


(b)                               engage in any of the following activities
anywhere in the world in relation to the pharmaceutical and healthcare
industries (it being understood that the global market in which any of the
businesses of the Company is conducted and to which their goodwill extends is
not limited to any particular region in the world and that given the
informational nature of such businesses, they may be engaged effectively from
any location in the world):


                                                (i)            providing
information services for the management of sales forces engaged in the sale of
prescription or over-the-counter drugs, medical devices, or medical or surgical
products;


                                                (ii)           providing information services for the measurement of sales
force performance or product performance for prescription or over-the-counter
drugs, medical devices, or medical or surgical products;


                                                (iii)          creating
or providing physician profiles for purposes of assisting others in the
targeting of promotion or sales activities in relation to prescription or
over-the-counter drugs, medical devices, or medical or surgical products;


                                                (iv)          creating
or providing micromarketing programs based on prescribing behavior or attitudes
of physicians or other prescribers in relation to prescription or
over-the-counter drugs, medical devices, or medical or surgical products;


                                                (v)           creating
or providing market research reports or audits relating to the use, sale,
marketing/promotion, distribution or warehousing of any prescription or
over-the-counter drugs, medical devices, or medical or surgical products;


                                                (vi)          using or developing technology, methodologies or processes
which have functionality or produce results similar to the technology,
methodologies or processes employed or offered by


 





















 


the Company to
process pharmaceutical or healthcare information, including but not limited to
internal processing technology, decision support tools, data warehousing
applications and data mining applications;


(vii)                            creating or providing reference files,
classification schemes, master files or other methods of categorizing,
classifying, organizing or identifying products, procedures, medical
facilities, pharmacies, warehouses, distributors, prescribers, pharmacists or
other entities, activities or persons associated with the use, sale,
marketing/promotion, distribution or warehousing of any prescription or
over-the-counter drugs, medical devices, or medical or surgical products; or


(viii)                        providing market research consulting,
sales management consulting, information technology consulting or market event
management consulting, or any other consulting services in connection with any
of the activities described in clauses (i) through (vii) above or otherwise
relating to the use, sale, marketing/promotion, distribution or warehousing of
any prescription or over-the-counter drugs, medical devices, or medical or
surgical products.


Employee hereby further agrees that, during the Obligation Period,
Employee shall not, directly or indirectly (including but not limited to as an
officer, director, employee, advisor, consultant, agent or investor):


(a)                                  solicit, induce, entice or procure, or
endeavor to solicit, induce, entice or procure any customer, data supplier or
prospective customer of the Company, in order to sell to such customer or
prospective customer, or obtain from such data supplier, the same, similar or
related services the Company offers to its customers, or such data supplier
provided to the Company, during Employee’s employment;


(b)                                 solicit, induce, entice or procure, or endeavor
to solicit, induce, entice or procure any employee of the Company to leave such
employment; or


(c)                                  employ or otherwise engage or use the services
of any person who (i) was an employee of the Company at any time during the
then preceding twelve months or (ii) is or was an employee of the Company
during the last twelve (12) months of Employee’s employment with the Company.


                The restrictions contained in
this paragraph 4 shall apply whether or not Employee accepts any form of
compensation in connection with an activity described as prohibited herein. If,
during the Obligation Period, Employee wishes to engage in an activity that is
or might be in violation of this paragraph 4, Employee agrees to provide the
Company with written notice of his intention to do so at least fifteen (15) business
days in advance of undertaking such activity. 
Such written notice shall be sent to the Company’s [General Counsel] and
Vice President, Global Human Resources and shall inform the Company of the
intended activity in reasonable detail. 
The Company agrees to meet and confer with Employee or his
representative and to


 


3





















 


provide Employee with a determination of the
Company’s position with respect to Employee’s intended activity within ten (10)
business days of receipt of Employee’s written notice.


Employee agrees
that the provisions of this paragraph 4 are necessary and reasonable to protect
the interests of the Company.  If any
restriction contained in these sections shall be deemed to be invalid or unenforceable
by reason of extent, duration or geographic scope then the extent, duration,
and geographic scope of such restriction shall be deemed to be reduced to the
fullest extent, duration and geographic scope permitted by law and enforceable,
provided however that such corrective provision shall not undermine the
enforcement of the provision in any jurisdiction where such granting of
judicial discretion renders the provision subject to negative interpretation or
render the original provisions void.


5.             If, during the Obligation Period,
Employee performs services for any party other than the Company or a
Participating Company (whether or not such entity is in competition with the
Company), Employee shall notify the Company by certified mail prior to the commencement
thereof, and the salary continuation payments and benefits continuation
provided under the Plan shall terminate as of the date such services
commence.  To “perform services” shall
mean employment or other service as an employee, consultant, owner, partner,
associate, agent, independent contractor, sole proprietor, security holder, or
otherwise in an arrangement in which any­thing of value is earned or accrued
based on services of the Eligible Employee.


 


6.             Employee agrees that Employee will
not directly or indirectly disclose any proprietary or confidential
information, records, data, formulae, specifications and other trade secrets
owned or held by the Company, whether oral or written, to any person or use any
such information, except pursuant to court order (in which case Employee will
first provide the Company with written notice of such).  All records, files, drawings, documents,
models, disks, equipment and the like relating to the businesses of the Company
shall remain the sole property of the Company and shall not be removed from the
premises of the Company.  Employee
further agrees to return to the Company any property of the Company which
Employee may have, no matter where located, and not to keep any copies or
portions thereof.


 


7.             Employee shall not make any
derogatory or defamatory statements about the Company and shall not make any
written or oral statement, news release or other announcement relating to
Employee’s employment by the Company or relating to the Company (including its
affiliates), customers or personnel, which is designed to embarrass or
criticize any of the foregoing.


 


8.             Employee agrees that in the event
of any breach of the covenants contained in paragraphs 3, 4, 5, 6 or 7, in
addition to any remedies that may be available to the Company, the Company may
cease all payments and cease providing all other benefits required to be made
or provided to Employee under the Plan and recover all such payments and the
fair market value of all such benefits previously made to Employee pursuant to
the Plan.  The parties agree that any
such breach would cause injury to the Company which cannot reasonably or
adequately be quantified and that such relief does not constitute in any way a
penalty or a forfeiture.


 


9.             Employee, for Employee, Employee’s
family, representatives, successors and assigns, releases and forever
discharges the Company and its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan from any and all claims, demands, debts,
damages, injuries, actions or rights of action of any nature whatsoever,
whether known or unknown, which Employee had, now has or may have against the
Company, its successors, assigns, subsidi­


 


 


4





















 


aries, affiliates,
directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee’s employment
to and including the date of this Agreement, relating to or arising out of
Employee’s employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company.  Employee represents that Employee has not
filed any action, complaint, charge, grievance or arbitration against the
Company or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan.


 


10.           Employee covenants that neither
Employee, nor any of Employee’s respective heirs, representatives, successors
or assigns, will commence, prosecute or cause to be commenced or prosecuted
against the Company or any of its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan any action or other proceeding based upon
any claims, demands, causes of action, obligations, damages or liabilities
which are being released by this Agreement, nor will Employee seek to challenge
the validity of this Agreement, except that this covenant not to sue does not
affect Employee’s future right to enforce appropriately the terms of this
Agreement in a court of competent jurisdiction.


 


11.           Employee acknowledges that (a)
Employee has been advised to consult with an attorney at Employee’s own expense
before executing this Agreement and that Employee has been advised by an
attorney or has knowingly waived Employee’s right to do so, (b) Employee has
had a period of at least [twenty-one (21) days] [forty-five (45) days]
within which to consider this Agreement, (c) Employee has a period of seven (7)
days from the date that Employee signs this Agreement within which to revoke it
and that this Agreement will not become effective or enforceable until the
expiration of this seven (7) day revocation period, (d) Employee fully
understands the terms and contents of this Agreement and freely, voluntarily,
knowingly and without coercion enters into this Agreement, (e) Employee is
receiving greater consideration hereunder than Employee would receive had
Employee not signed this Agreement and that the consideration hereunder is
given in exchange for all of the provisions hereof and (f) the waiver or release
by Employee of rights or claims Employee may have under Title VII of the Civil
Rights Act of 1964, The Employee Retirement Income Security Act of 1974, the
Age Discrimination in Employment Act of 1967, the Older Workers Benefit
Protection Act, the Fair Labor Standards Act, the Americans with Disabilities
Act, the Rehabilitation Act, the Worker Adjustment and Retraining Act (all as
amended) and/or any other local, state or federal law dealing with employment
or the termination thereof is knowing and voluntary and, accordingly, that it
shall be a breach of this Agreement to institute any action or to recover any
damages that would be in conflict with or contrary to this acknowledgment or
the releases Employee has granted hereunder. 
Employee understands and agrees that the Company’s payment of money and
other benefits to Employee and Employee’s signing of this Agreement does not in
any way indicate that Employee has any viable claims against the Company or
that the Company admits any liability whatsoever.


 


12.           This Agreement constitutes the entire
agreement of the parties and all prior negotiations or representations are
merged herein. It shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, assigns, heirs and legal
representatives, but neither this Agreement nor any rights hereunder shall be
assignable by Employee without the Company’s written consent.  In addition, this Agreement supersedes any
prior employment or compensation agreement, whether written, oral or implied in
law or implied


 


 


5





















 


in fact between Employee
and the Company, other than those contracts and agreements excepted from the
application of Section 5.7 of the Plan pursuant to the terms of such Section
[(but subject to paragraph 15 hereof)], which prior agreements are hereby
terminated.


 


13.           If for any reason any one or more of
the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid by a court of competent jurisdiction, such
circumstances shall not have the effect of rendering such provision invalid in
any other case or rendering any other provisions of this Agreement inoperative,
unenforceable or invalid.


 


14.           This Agreement shall be construed in
accordance with the laws of the State of New Jersey, except to the extent
superseded by applicable federal law.


 


15.           This Agreement shall terminate in its
entirety the Change in Control Agreement between the Company and Employee. [USE
PROVISION IF APPLICABLE]


 


IN WITNESS
WHEREOF, Employee and IMS Health Incorporated, by its duly authorized agent,
have hereunder executed this Agreement.


 


 


	
  Dated:

  	
   

  	
   

  	
  Employee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


6





















 


Appendix to Severance Agreement and Release


 


 


Summary of Terms Relating to Salary and Benefits
Continuation


Under the IMS Health Incorporated Employee
Protection Plan


 


Note:                   Terms have the meanings defined in the
Employee Protection Plan and in the Severance Agreement and Release


 


 


	
  Employment with Company
  Since:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Effective Date of
  Resignation:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Positions Resigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Effective Date of
  Eligible Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Date on Which
  Salary and

  	
   

  	
   

  
	
  Benefits will Cease
  (the “Severance

  	
   

  	
   

  
	
  Termination Date”)*:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee “Obligation
  Period” extends

  	
   

  	
   

  
	
  through date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Salary Continuation*:

  	
   

  	
  $____ per week
  for ____ weeks

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Welfare Benefit
  Continuation*:

  	
   

  	
  [LIST NAMES OF
  MEDICAL, DENTAL, LIFE PLANS

  
	
   

  	
   

  	
   

  	
   

  	
  UNDER WHICH
  EMPLOYEE COVERED]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Bonus Payment*:

  	
   

  	
       /12 of the annual bonus otherwise
  payable

  to you at time
  of normal payment

  
	
   

  	
   

  	
   

  	
   

  	
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-Term Bonus
  Payments:

  	
   

  	
  [     /y
  of the long-term bonus otherwise

  
	
   

  	
   

  	
   

  	
   

  	
  payable to you
  for the __________

  
	
   

  	
   

  	
   

  	
   

  	
  cycles at time of normal payment.]

  
	
   

  	
   

  	
   

  	
   

  	
  [CONFORM TO L-T
  BONUS PLAN TERMS]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Outplacement:

  	
   

  	
  As provided by
  the Company.

  
									



 


 


[Financial
Planning/Counseling:]


 


 


*                                         Subject to termination in the event
Employee earns or accrues compensation from non-Company sources prior to
Severance Termination Date


 


 


The description of
benefits contained in this Appendix is only a summary and is subject to the
terms and conditions of the Employee Protection Plan.  Refer to your summary plan description for
more detail.


 


 





















 


Attachment B


IMS HEALTH INCORPORATED


 


Employee Protection Plan


 


	
   

  	
   

  	
  Selected Executives (Per­sons with Change-in-Control
  A­gree­ments (“C-in-C Agreements”)

  	
   

  	
  Level A (Persons with no C-in-C Agreement and Salary
  of $150,000 and up)

  	
   

  	
  Level B (Persons with no C-in-C Agreement and Salary
  of $75,000-$149,999)

  	
   

  	
  Level C (All Other Eligible Employees)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 1 Year of Service

  	
   

  	
  26 weeks of salary and benefits continuation

  	
   

  	
  16 weeks of salary and benefits continuation

  	
   

  	
  8 weeks of salary and benefits continuation

  	
   

  	
  4 weeks of salary and benefits continuation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  One Year of Service and over

  	
   

  	
  1.5 weeks of salary and benefits continuation per
  $10,000 of salary

  plus

  3 weeks of salary and benefits continuation for each
  Year of Service

   

  Subject to minimum and maximum

  	
   

  	
  1.5 weeks of salary and benefits continuation per
  $10,000 of salary

  plus

  2 weeks of salary and benefits continuation for each
  Year of Service

   

  Subject to minimum and maximum

  	
   

  	
  1 week of salary and benefits continuation per
  $10,000 of salary

  plus

  2 weeks of salary and benefits continuation for each
  Year of Service 

   

  Subject to minimum and maximum

  	
   

  	
  1 week of salary and benefits continuation per
  $10,000 of salary

  plus

  1.5 weeks of salary and benefits continuation for each
  Year of Service

   

  Subject to minimum and maximum

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum-

  Maximum -

  	
   

  	
  26 weeks

  104 weeks

  	
   

  	
  16 weeks

  78 weeks

  	
   

  	
  8 weeks

  52 weeks

  	
   

  	
  4 weeks

  52 weeks