Exhibit
10.30.1


 


IMS HEALTH INCORPORATED


 


Executive Annual
Incentive Plan


Performance Restricted
Stock Incentive Plan


 


Summary of 2005
Performance Goals


And Award Opportunities


 


This is a summary of the terms of
authorization of awards for 2005 under the Executive Annual Incentive Plan (“AIP”)
and the related Performance Restricted Stock Incentive Plan (“PERS Plan”).  The PERS Plan is an established program of
IMS Health Incorporated (the “Company”) implemented under the 1998 Employees’
Stock Incentive Plan (the “ESIP”) and the 2000 Stock Incentive Plan (the “2000
Plan”).  These awards are authorized, and
the AIP and PERS Plan administered, by the Compensation and Benefits Committee
(the “Committee”).  If there is any
conflict between the terms of this summary and the AIP, PERS Plan (as
implemented in resolutions of the Committee or otherwise), ESIP, 2000 Plan, or
any resolution, award agreement, or other document having legal effect with
respect to the matters summarized herein, such other plan or document shall
govern.


 


Part I.     2005 Performance Goal


 


(a)                                  AIP. 
Individuals selected to participate in the AIP for 2005 shall earn the
AIP annual incentive award for 2005 based 80% on the achievement of a financial
performance goal and 20% on the assessment of the individual’s performance in
achieving individual performance objectives. 
The AIP 2005 financial performance goal will be weighted 60% for revenue
and 40% for operating income, each determined on a consolidated basis.  In addition, such financial performance must
equal 80% of the targeted level of performance for each of the revenue and
operating income components of the financial performance goal in order for the
participant to be eligible to earn the individual component of the annual
incentive award.  The maximum annual
incentive shall be limited in accordance with applicable award limits under the
AIP.


 


(b)                                 PERS Plan.  For 2005,
each participant shall be awarded PERS (restricted stock units) having a value
equal to the AIP annual incentive earned and paid for 2005 performance.   PERS shall vest and become non-forfeitable
if the participant remains in service until the first business day of January,
2008, subject to the terms of the ESIP and 2000 Plan, any Employment Agreement
between the participant and the Company, and the customary terms of the form of
restricted stock units (PERS) agreement previously approved by the
Committee.  The maximum PERS award that
may be earned shall be limited in accordance with applicable award limits under
the ESIP.


 


(c)                                  Financial Performance Goal.


 


(i)                                     Component
Payout Percentage Table.  The “Component
Payout Percentage Table “ for the AIP financial performance goal for 2005 shall
be as follows.  Percentages appearing in
the table are referred to in this Summary as Component Payout Percentages:


 


	
  Performance

  	
   

  	
  Floor

  	
   

  	
  Downside

  Minimum

  	
   

  	
  Downside

  Cliff

  	
   

  	
  Target

  	
   

  	
  Upside

  Potential

  	
   

  	
  Maximum

  	
   

  
	
  Revenue
  Component

  	
   

  	
  < 0

  	
  %

  	
  75

  	
  %

  	
  85

  	
  %

  	
  100

  	
  %

  	
  125

  	
  %

  	
  200

  	
  %

  
	
  Operating
  Income Component

  	
   

  	
  < 0

  	
  %

  	
  75

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  125

  	
  %

  	
  200

  	
  %

  



 





















 


The
Committee has separately specified the levels of Revenue and Operating Income
that correspond to the Floor, Downside Minimum, Downside Cliff, Target, Upside
Potential, and Maximum performance levels.


 


(ii)                                  Award
Opportunities Earned For Financial Performance.  The financial Performance Goal shall be
deemed achieved at the end of the Performance Period in accordance with the
following:  First, the Committee shall
determine the level of achievement of the revenue component of the Performance
Goal and the operating income component of the Performance Goal, and for each
the corresponding “Component Payout Percentage.”  (Example: 
Revenue at target has a Component Payout Percentage of 100%.)  For component performance between any two
performance levels (e.g., between “Floor” and “Downside Minimum”), the
Component Payout Percentage will be interpolated.  For performance below the “Floor” level, the
Component Payout Percentage will be zero, and for performance above the Upside
Maximum, the Component Payout Percentage will be 200%.  Second, the “Financial Performance Payout
Percentage” will be determined as the sum of 60% of the Component Payout
Percentage for revenues and 40% of the Component Payout Percentage for
operating income.


 


(d)                                 Individual Performance Goal.  Individual performance goals shall be
specified by the Committee for each participant.  If the threshold performance requirement
specified in Part I(a) above is met, the level of earning of personal
objectives, expressed as a percentage, will be determined by the Committee (with
up to the maximum payout of the individual component authorized, in the
Committee’s discretion).


 


(e)                                  Final Annual Incentive Award.  The
Committee will calculate the participant’s final AIP incentive award for 2005
by (1) multiplying his or her Target Award by 80% of the Financial Performance
Payout Percentage and (2) multiplying his or her Target Award by 20% of the
percentage determined under Part I(d) above, and addition the amounts
determined under clause (1) and clause (2) of this Part I(e).  In no event, however, will the final AIP
annual incentive exceed the applicable maximum award limit specified in the
AIP.


 


(f)                                    Adjustments to Performance Goals.  The Committee may determine in its discretion
to adjust each component of the financial Performance Goal and the threshold
performance required for the individual Performance Goal, and shall adjust such
components to eliminate the positive and negative effects of extraordinary
items, including acquisitions, and changes in accounting principles from 2004,
including the adoption of FAS123r, provided that no such adjustment is
authorized or may be made with respect to a Covered Employee if and to the
extent that such authorization or adjustment would cause the Performance Goal
not to meet the applicable requirements of Treasury Regulation 1.162-27(e)(2)
under the Code.  In addition, the
Committee retains “negative discretion” to limit or eliminate the amount
payable in settlement of any Award.


 


Part II.          Award Payout


 


A
participant’s annual incentive award earned under the AIP for 2005 performance
will be payable promptly upon determination by the Committee, and in no event
more than 2.5 months after the end of the Company’s 2005 fiscal year (unless
audited financial statements cannot be prepared within that period), unless
such award is validly deferred under a deferral plan of the Company.  In addition, PERS will be granted to such
participant at the time the annual incentive award is payable to the
participant (disregarding any elective deferral) in an amount equal to the
amount of such annual incentive divided by the average closing price per share
of Company Common Stock over the final 20 trading days of 2005.  Unless otherwise determined by the Committee
(and subject to the terms of the AIP and any employment agreement or
change-in-control 


 





















 


agreement
between the participant and the Company), no amount will be payable under the
AIP and no PERS will be granted to a participant who does not remain employed
by the Company or a subsidiary at the payment date determined by the Committee
under this Part II.


 


Part III.      Participants and Target
Award Opportunities


 


The
participants in the AIP and PERS Plan for 2005, and the target Award
opportunities of each, are set forth by the Chairman of the Board and Chief Executive
Officer and approved by the Compensation & Benefits committee annually and
may from time to time be revised or supplemented.  AIP award opportunities are designated under
the AIP.  With respect to PERS, Award
opportunities designated for any such participant who is, at February 14,
2005, an executive officer of the Company and shares that may be issued or
delivered in settlement of such participants’ PERS shall be governed by and
drawn from the ESIP, and award opportunities granted to other participants and
shares that may be issued or delivered in settlement of such participants’ PERS
shall be governed by and drawn from the 2000 Plan.  The foregoing notwithstanding, the Chief
Executive Officer of the Company may modify or cancel any Award opportunity or
Award granted to any participant in order to comply with local laws or customs
in any jurisdiction other than the United States, or to avoid undue
administrative expense with respect to such foreign jurisdiction, and may
designate a participant whose participation would otherwise be governed by the
2000 Plan as instead to be governed by the ESIP.