EXHIBIT
10.4


 


FORM A (For
Executives with Employment Agreements)


 


	
  Notice of Grant and Agreement
  and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive
  Plan

  	
   

  	
  IMS Health Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   ID: 06-1506026

  
	
   

  	
   1499 Post Road

  
	
   

  	
   Fairfield,
  CT  06824

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option
  Number:

  
	
   

  	
   

  	
  Plan:

  	
  IH98

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ID:

  



 


THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933


 


IMS Health Incorporated
(“IMS Health” or the “Company”) hereby grants to you a non-qualified stock
option to purchase               
shares (“IMS Health Shares”) of the Company’s common stock at $         
per share (your “Option(s)”). 
This grant is effective as of                                      
(the “Date of Grant”).


 


The 1998 IMS Health
Incorporated Employees’ Stock Incentive Plan (the “Plan”) is discretionary in
nature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is a
one-time benefit solely offered to employees and does not create any
contractual or other right to receive a grant of IMS HEALTH stock options or
benefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the sole
discretion of IMS HEALTH, including, but not limited to, the timing of any
grant, the number of IMS Health stock options, vesting provisions and the
exercise price.


 


The
future value of the underlying IMS HEALTH Shares is unknown and cannot be
predicted with certainty.  If the
underlying IMS HEALTH Shares do not increase in value, you will realize no
value from your Option(s).


 


Your Option(s) are
subject to and governed by the terms of the Plan. The provisions of the Plan
are incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)
by reference.  All capitalized terms used
in this Agreement but not defined shall have the meanings set forth in the
Plan.  In the event the Plan and this
Agreement are not consistent, the terms of the Plan shall govern, save and
except that the provisions related to Termination of Employment as set out
below shall prevail over any inconsistent terms contained in the Plan.   In addition, certain terms of your Option
are specified in your Employment Agreement (the “Employment Agreement”), and the
Option is otherwise subject to your Employment Agreement.  In the event of any conflict between this
Agreement and the Employment Agreement, the terms of the Employment Agreement
shall control, except as provided under the heading “Exercise of Options”
below.


 


Your participation in the
Plan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock options
generally and your Option(s) specifically are an extraordinary item of
compensation outside the scope of your employment contract, if any, and do not
constitute compensation of any kind for services of any kind rendered to the
Company.  As such, neither IMS Health
stock options generally nor your Option(s) specifically are part of normal or
expected compensation for purposes of calculating any termination, severance,
resignation, redundancy, end of service payments, bonuses, long service awards,
pension or retirement benefits, or similar payments.


 


 





















 


Vesting and Stated
Expiration Date


 


Your
Option will vest according to the following schedule if your employment
with the Company or a Subsidiary continues through the vesting date, and your
Option will have the following stated expiration date:


 


	
  Number
  of IMS

  Heath Shares

  	
   

  	
  Vest Date

  	
   

  	
  Stated

  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


provided, however, that
the Option will vest earlier in full upon your Termination of Employment by the
Company without Cause or by you for Good Reason, as the terms “Cause” and “Good
Reason” are defined in your Employment Agreement.  Your Option will expire on the stated expiration
date, subject to earlier forfeiture or expiration as specified in the
Employment Agreement, the Plan and this Agreement.


 


Notwithstanding anything
to the contrary in this Agreement, upon occurrence of a “Change in Control” (as
such term is defined in your Employment Agreement), any unvested portion of
your Option will become immediately exercisable.


 


Exercise of Options


 


You may exercise your
Option at such time as it has become vested only in accordance with the Plan,
your Employment Agreement, and any procedures that the Committee may set forth;
provided, however, that, upon your termination of employment by the Company
without Cause or by you for Good Reason, as the terms “Cause” and “Good Reason”
are defined in your Employment Agreement, the Option shall be exercisable
thereafter (i), if such termination occurs simultaneously with or within 24
months following a Change in Control, until the stated expiration date of the
Option, or (ii), if such termination is not simultaneous with or within 24 months
following a Change in Control, until the earlier of the stated expiration date
of the Option or the third anniversary of the date of such termination of
employment (whereupon the option will expire). 
To the extent that the Plan may provide more favorable termination
provisions than your Employment Agreement, the terms of the Plan shall control,
including in the event of termination due to death, disability or Retirement.


 


Termination
of Employment


 


Except as
otherwise provided in the Plan or determined in the sole discretion of the
Committee, in connection with any termination of your employment for any
reason, whether such termination is occasioned by you, by the Company or any of
its Subsidiaries with or without cause, or by mutual agreement (“Termination of
Employment”), the following provisions will apply (subject to the provisions
hereof under the caption “Intended Accounting Treatment; Reform of Contract”):


 


(1)                                  From and
after the date that you give or are provided with written notice of Termination
of Employment (the “Notice Date), regardless of any notice period or period of
pay in lieu of such notice required under any applicable statute or the common
law (each, the “Notice Period”), you will receive no further grants of IMS
Health stock options under the Plan or any other plan;


(2)                                  A
Termination of Employment due to death or disability within the meaning of Section 7(e)
of the Plan shall be governed by that Section, and a Termination of Employment
due to Retirement shall be governed by Section 7(f) of the Plan;


(3)                                  In the case
of any Termination of Employment not governed by (2) above, if there is no
Notice Period or, if there is a Notice Period, such Notice Period will include
not more than one month during which you will have ceased to continue to
perform your work duties on substantially the same basis as before


 





















 


the Notice Date, your Termination Date
will be the date on which you cease to be an employee of the Company and its
Subsidiaries;


(4)                                  In the case
of any Termination of Employment not governed by (2) or (3) above, your right
to vest in your Option(s) will terminate effective as of the earlier of
(i) the Notice Date or (ii) the date that you are no longer actively employed,
which shall be deemed the date of your Termination of Employment for purposes
this Agreement.  For clarity, in such
case, you will not continue to vest in your Option(s) during the Notice Period,
and your right to exercise your Option(s) in connection with such Termination,
if any, will be measured from the earlier of (i) the Notice Date or (ii) the
date that you are no longer actively employed; and such period in which you may
exercise the Option(s) in connection with such Termination, if any, will not be
extended by the Notice Period.


 


In
case of any Termination of Employment, any portion of the Option(s) not vested
at or before Termination of Employment (or subject to non-forfeiture in the
case of Retirement) pursuant to the foregoing provisions or Section 7 of
the Plan will be forfeited.


 


You may exercise your Option(s)
at such time as they have become exercisable only in accordance with the Plan
and with any procedures that the Committee may set forth.


 


You
acknowledge and agree that you will have no claim or entitlement (1) to
compensation or damages in consequence of the Termination of Employment with
IMS Health or any of its Subsidiaries for any reason whatsoever and whether or
not in breach of contract, insofar as such claim or entitlement arises or may
arise from your ceasing to have any rights under the Plan or this Agreement,
(2) to exercise your Option(s) as a result of such Termination of Employment
except as expressly provided in this Agreement, or (3) from the loss or
diminution in value of your Option(s); and, upon the grant of your Option(s)
and in partial consideration for your participation in the Plan and this
Agreement, you shall be deemed irrevocably to have waived any such claim or
entitlement.


 


Your sales of IMS Health
Shares acquired upon exercise of your Option(s) will be subject to applicable restrictions
under the Company’s policies regulating insider trading by employees.


 


Nontransferability of
Your Option(s)


 


Except
as may be provided otherwise under the Plan, you cannot transfer, give, assign,
sell, encumber, or in any way transfer or alienate your Option(s) to anyone
except after your death by your will or by applicable inheritance laws, and
during your lifetime your Option(s) shall be exercisable only by you or your
legal representative.


 


Forfeiture of Unexercised
Portion of Your Option(s) and Certain Gain


 


The greatest assets of
IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are its
employees, technology and customers.  In
recognition of the increased risk of unfairly losing any of these assets to its
competitors, IMS HEALTH has adopted the following policy:


 


If you directly or indirectly engage in
any of the “Detrimental Activities” defined below:


 


(a)                                  any
unexercised portion of your Option shall automatically expire (regardless of
vesting) on the later of the date of your Termination of Employment or the date
IMS HEALTH becomes aware of your Detrimental Activity; and


 


(b)                                 you
shall forfeit to the Company the IMS Health Shares acquired upon any exercise
of your Option(s) by you during the one year prior to, or at any time after,
the date of the earliest actual occurrence of your Detrimental Activity (the “Forfeiture
Period”).  Such IMS Health Shares shall
be forfeited by you and payable to the Company at the later of (i) the date of
your Termination of Employment or (ii) 
the date of your Detrimental Activity. 
If you have disposed of Option Shares during the Forfeiture Period, your


 





















 


obligation to repay IMS Health Shares upon such forfeiture will
continue (payment of cash or other property is not permitted), so that you will
be required to acquire replacement IMS Health Shares and deliver them to the
Company in settlement of your forfeiture obligation without regard to any
subsequent market price increase or decrease from the date of exercise. The
Company may, in its discretion, repay to you for each forfeited IMS Health
Share an amount equal to the lesser of (i) the Option Price or (ii) the fair
market value of the IMS Health Share at the date of forfeiture minus the
aggregate “spread” at the time of your exercise of your Option(s) (that “spread”
being the exercise date fair market value of a IMS Health Share minus the
Option Price).  If you fail to promptly
deliver forfeited IMS Health Shares and if, apart from this Agreement, the
Company is obligated to pay any cash amount to you, the Company, as a setoff,
may use such cash to purchase IMS Health Shares in the open market on your
behalf, which IMS Health Shares will be retained by the Company in settlement
of your forfeiture obligation hereunder.


 


Detrimental Activities are defined as:


 


•                  using or disclosing any information that has
been treated by an IMS HEALTH Company as confidential or proprietary and is of
competitive advantage to such IMS HEALTH Company, unless you are using or
disclosing it in the course of your job with such IMS HEALTH Company;


•                  during
the period beginning the Date of Grant and ending twelve months after you leave
your employment with any IMS HEALTH Company (the “Prohibited Period”),
soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTH
Company the trade or business of any entity that was a customer (including “near-permanent”
customers), prospective customer or data supplier of an IMS HEALTH Company, in
order to sell to such customer or prospective customer, or obtain from such data
supplier, the same, similar or related services IMS HEALTH offers to its
customers, or such data supplier provided to IMS HEALTH, during the period that
you worked for any IMS HEALTH Company;


•                  during
the Prohibited Period, soliciting, inducing, enticing or procuring any employee
of any IMS HEALTH Company to leave his or her employment; or employing or
otherwise using the services of any person who is or was an IMS HEALTH Company
employee during the last twelve months that you worked for an IMS HEALTH Company;
or


•                  during
the Prohibited Period, directly or indirectly (including without limitation as
an officer, director, employee, advisor, agent, consultant 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), (i) seeking or accepting any
employment or other work with or providing assistance to any person or entity
that offers Competitive Services (as defined below) to any person or entity
that was a customer or potential customer of any IMS HEALTH Company at any time
during the last two years of your employment with any IMS HEALTH Company, or
(ii) otherwise providing Competitive Services.


 


For purposes hereof, “Competitive
Services” means engaging in 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 IMS 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):


 


•                  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;


•                  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;


•                  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;


 





















 


•                  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;


•                  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;


•                  using
or developing technology, methodologies or processes which have functionality
or produce results similar to the technology, methodologies or processes
employed or offered by IMS HEALTH to process pharmaceutical or healthcare
information, including but not limited to internal processing technology, decision
support tools, data warehousing applications and data mining applications;


•                  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


•                  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 foregoing activities 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.


 


By accepting your Option(s), you
consent to a deduction from any amounts the Company or your employer owes you
from time to time equal to the forfeiture amount, to the extent such deduction
is permitted by applicable law.


 


Governing Law 


 


THE
PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK
AND ANY APPLICABLE FEDERAL LAWS. 
INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE
LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.


 


ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR
THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS
LOCATED IN THE STATE OF NEW YORK.  YOU
AGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGAL
CHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANY
SUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEW
YORK AND ANY APPLICABLE FEDERAL LAWS.


 


Intended
Accounting Treatment; Reform of Contract


 


The
Company intends that your Option(s) shall qualify for fixed accounting under
APB 25, with the compensation measurement date for accounting purposes to occur
at the Date of Grant, unless the Committee specifically determines
otherwise.  Therefore, other provisions
of this Agreement notwithstanding, in order to preserve this fundamental
objective of your Option(s), if any provision of this Agreement or otherwise
applicable to your Option(s) would result in “variable” accounting or a
measurement date other than the Date of Grant, if the Committee was not
specifically aware of such accounting consequence at the time such provision
became effective, such provision shall be modified and reformed to the extent
necessary to preserve the accounting treatment of your Option(s) intended by
the Committee.


 


Acknowledgements
and Acceptance


 


You
voluntarily acknowledge and consent to the collection, use, processing and
transfer of personal data as described in this paragraph.  You are not obliged to consent to such
collection, use,


 





















 


processing
and transfer of personal data.  However,
failure to provide the consent may affect your ability to participate in the
Plan.  IMS HEALTH, its Subsidiaries and
your employer hold certain personal information about you, including your name,
home address and telephone number, date of birth, social insurance number or
other employee identification number, salary, nationality, job title, any
shares of stock or directorships held in IMS HEALTH, details of your Option(s)
all other IMS Health options or any other rights or entitlements to shares of
stock in your favor, for the purpose of managing and administering the Plan (“Data”).  IMS HEALTH and/or its Subsidiaries will
transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of your participation in the
Plan, and IMS HEALTH and/or any of its Subsidiaries may each further transfer
Data to any third parties assisting IMS HEALTH in the implementation,
administration and management of the Plan. 
These recipients may be located in the European Economic Area, or
elsewhere throughout the world, such as the United States.  You authorize them to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the Plan,
including any requisite transfer of such Data as may be required for the
administration of the Plan and/or the subsequent holding of IMS Health Shares
on your behalf to a broker or other third party with whom you may elect to
deposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, require
any necessary amendments to it or withdraw the consents herein in writing by
contacting IMS HEALTH; however, withdrawing your consent may affect your
ability to participate in the Plan.  You
acknowledge and agree that your consent shall apply to any and all stock option
awards made to you under the Plan or this Agreement, whether now or in the
future.


 


You do not need to do
anything if you want to accept your Option(s) on the terms set out in this
Agreement.  It would however help us if
you would sign this Agreement in the space indicated below and return a copy to
us by mail to:


 


Equity Plans


Shared Business Services


861 Marcon Boulevard


Allentown, Pennsylvania
18109


U.S.A.


 


If you do not want to accept your Option(s) on the terms set
out in this Agreement, the Plan and all related documents, please notify us of
your rejection of the Option(s) by writing to the Company at the above address,
marking your envelope to the attention of Laura Bartels, no later than                                      .  Your Option(s) will then be cancelled.  If you do not write to us telling us that you
do not want your Option(s) by                                       ,
you will be deemed to have accepted your Option(s) and to agree to the terms
set out in this Agreement.


 


Copies
of the Plan and such related documents are being provided to you as part of
this Agreement.


 


	
  IMS HEALTH INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David M. Thomas

  	
  Employee’s
  Signature

  
	
  Chairman and
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  
				



 





















 


FORM B (For
Employees with Change-in-Control Agreements but not Employment Agreements)


 


	
  Notice of Grant and Agreement
  and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive
  Plan

  	
   

  	
  IMS Health Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   ID: 06-1506026

  
	
   

  	
   1499 Post Road

  
	
   

  	
   Fairfield,
  CT  06824

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option
  Number:

  
	
   

  	
   

  	
  Plan:

  	
  IH98

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ID:

  



 


THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933


 


IMS Health Incorporated (“IMS
Health” or the “Company”) hereby grants to you a non-qualified stock option to
purchase                   
shares (“IMS Health Shares”) of the Company’s common stock at $                  
per share (your “Option(s)”). 
This grant is effective as of                     
(the “Date of Grant”).


 


The 1998 IMS Health
Incorporated Employees’ Stock Incentive Plan (the “Plan”) is discretionary in
nature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is a
one-time benefit solely offered to employees and does not create any
contractual or other right to receive a grant of IMS HEALTH stock options or
benefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the sole
discretion of IMS HEALTH, including, but not limited to, the timing of any
grant, the number of IMS Health stock options, vesting provisions and the
exercise price.


 


The
future value of the underlying IMS HEALTH Shares is unknown and cannot be
predicted with certainty.  If the
underlying IMS HEALTH Shares do not increase in value, you will realize no
value from your Option(s).


 


Your Option(s) are
subject to and governed by the terms of the Plan. The provisions of the Plan
are incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)
by reference.  All capitalized terms used
in this Agreement but not defined shall have the meanings set forth in the
Plan.  In the event the Plan and this
Agreement are not consistent, the terms of the Plan shall govern, save and
except that the provisions related to Termination of Employment as set out
below shall prevail over any inconsistent terms contained in the Plan.


 


Your participation in the
Plan and your execution of this Agreement 
is voluntary.  The value of IMS
HEALTH stock options generally and your Option(s) specifically are an
extraordinary item of compensation outside the scope of your employment
contract, if any, and do not constitute compensation of any kind for services
of any kind rendered to the Company.  As
such, neither IMS Health stock options generally nor your Option(s)
specifically are part of normal or expected compensation for purposes of
calculating any termination, severance, resignation, redundancy, end of service
payments, bonuses, long service awards, pension or retirement benefits, or
similar payments.


 


Vesting and Stated
Expiration Date


 


Your Option(s) will vest
according to the following schedule if your employment with the Company or
a Subsidiary continues through the vesting date, and your Option(s) will have
the indicated stated expiration date, except as otherwise provided in the Plan
and this Agreement:


 





















 


	
  Number
  Of IMS

  Heath Shares

  	
   

  	
  Vest Date

  	
   

  	
  Stated

  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Your Option(s) shall
expire on the stated expiration date, subject to earlier forfeiture or
expiration as specified in the Plan and this Agreement upon Termination of
Employment with the Company and its Subsidiaries as described below and in
other circumstances specified therein and herein.


 


Notwithstanding anything
to the contrary in this Agreement, upon occurrence of a “Change in Control” (as
such term is defined in the change-in-control agreement entered into by the
Participant and the Company), then all unvested options will become immediately
exercisable.


 


Termination
of Employment


 


Except as
otherwise provided in the Plan or determined in the sole discretion of the
Committee, in connection with any termination of your employment for any
reason, whether such termination is occasioned by you, by the Company or any of
its Subsidiaries with or without cause, or by mutual agreement (“Termination of
Employment”), the following provisions will apply (subject to the provisions
hereof under the caption “Intended Accounting Treatment; Reform of Contract”):


 


(1)                                  From and
after the date that you give or are provided with written notice of Termination
of Employment (the “Notice Date), regardless of any notice period or period of
pay in lieu of such notice required under any applicable statute or the common
law (each, the “Notice Period”), you will receive no further grants of IMS
Health stock options under the Plan or any other plan;


(2)                                  A
Termination of Employment due to death or disability within the meaning of Section 7(e)
of the Plan shall be governed by that Section, and a Termination of Employment
due to Retirement shall be governed by Section 7(f) of the Plan;


(3)                                  In the case
of any Termination of Employment not governed by (2) above, if there is no
Notice Period or, if there is a Notice Period, such Notice Period will include
not more than one month during which you will have ceased to continue to
perform your work duties on substantially the same basis as before the Notice
Date, your Termination Date will be the date on which you cease to be an
employee of the Company and its Subsidiaries;


(4)                                  In the case
of any Termination of Employment not governed by (2) or (3) above, your right
to vest in your Option(s) will terminate effective as of the earlier of
(i) the Notice Date or (ii) the date that you are no longer actively employed,
which shall be deemed the date of your Termination of Employment for purposes
this Agreement.  For clarity, in such
case, you will not continue to vest in your Option(s) during the Notice Period,
and your right to exercise your Option(s) in connection with such Termination,
if any, will be measured from the earlier of (i) the Notice Date or (ii) the
date that you are no longer actively employed; and such period in which you may
exercise the Option(s) in connection with such Termination, if any, will not be
extended by the Notice Period.


 


In
case of any Termination of Employment, any portion of the Option(s) not vested
at or before Termination of Employment (or subject to non-forfeiture in the case
of Retirement) pursuant to the foregoing provisions or Section 7 of the
Plan will be forfeited.


 


You may exercise your
Option(s) at such time as they have become exercisable only in accordance with
the Plan and with any procedures that the Committee may set forth.


 


You
acknowledge and agree that you will have no claim or entitlement (1) to
compensation or damages in consequence of the Termination of Employment with
IMS Health or any of its Subsidiaries for any reason whatsoever and whether or
not in breach of contract, insofar as such claim or


 





















 


entitlement
arises or may arise from your ceasing to have any rights under the Plan or this
Agreement, (2) to exercise your Option(s) as a result of such Termination of
Employment except as expressly provided in this Agreement, or (3) from the loss
or diminution in value of your Option(s); and, upon the grant of your Option(s)
and in partial consideration for your participation in the Plan and this
Agreement, you shall be deemed irrevocably to have waived any such claim or
entitlement.


 


Your sales of IMS Health
Shares acquired upon exercise of your Option(s) will be subject to applicable
restrictions under the Company’s policies regulating insider trading by
employees.


 


Nontransferability of
Your Option(s)


 


Except
as may be provided otherwise under the Plan, you cannot transfer, give, assign,
sell, encumber, or in any way transfer or alienate your Option(s) to anyone
except after your death by your will or by applicable inheritance laws, and
during your lifetime your Option(s) shall be exercisable only by you or your
legal representative.


 


Forfeiture of Unexercised
Portion of Your Option(s) and Certain Gain


 


The greatest assets of
IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are its
employees, technology and customers.  In
recognition of the increased risk of unfairly losing any of these assets to its
competitors, IMS HEALTH has adopted the following policy:


 


If you directly or indirectly engage in
any of the “Detrimental Activities” defined below:


 


(a)                                  any
unexercised portion of your Option(s) shall automatically expire (regardless of
vesting) on the later of (i) the date of your Termination of Employment or  (ii) the date of your Detrimental Activity;
and


 


(b)                                 you
shall forfeit to the Company the IMS Health Shares acquired upon any exercise
of your Option(s) by you during the one year prior to, or at any time after,
the date of the earliest actual occurrence of your Detrimental Activity (the “Forfeiture
Period”).  Such IMS Health Shares shall
be forfeited by you and payable to the Company at the later of (i) the date of
your Termination of Employment or (ii) 
the date of your Detrimental Activity. 
If you have disposed of Option Shares during the Forfeiture Period, your
obligation to repay IMS Health Shares upon such forfeiture will continue
(payment of cash or other property is not permitted), so that you will be
required to acquire replacement IMS Health Shares and deliver them to the
Company in settlement of your forfeiture obligation without regard to any
subsequent market price increase or decrease from the date of exercise. The
Company may, in its discretion, repay to you for each forfeited IMS Health
Share an amount equal to the lesser of (i) the Option Price or (ii) the fair
market value of the IMS Health Share at the date of forfeiture minus the
aggregate “spread” at the time of your exercise of your Option(s) (that “spread”
being the exercise date fair market value of a IMS Health Share minus the
Option Price).  If you fail to promptly
deliver forfeited IMS Health Shares and if, apart from this Agreement, the
Company is obligated to pay any cash amount to you, the Company, as a setoff,
may use such cash to purchase IMS Health Shares in the open market on your
behalf, which IMS Health Shares will be retained by the Company in settlement
of your forfeiture obligation hereunder.


 


Detrimental Activities are defined as:


 


•                  using or disclosing any information that has
been treated by an IMS HEALTH Company as confidential or proprietary and is of
competitive advantage to such IMS HEALTH Company, unless you are using or
disclosing it in the course of your job with such IMS HEALTH Company;


•                  during
the period beginning the Date of Grant and ending twelve months after you leave
your


 





















 


employment with any IMS
HEALTH Company (the “Prohibited Period”), soliciting, inducing, enticing or
procuring for anyone other than an IMS HEALTH Company the trade or business of
any entity that was a customer (including “near-permanent” customers),
prospective customer or data supplier of an IMS HEALTH Company, in order to
sell to such customer or prospective customer, or obtain from such data
supplier, the same, similar or related services IMS HEALTH offers to its
customers, or such data supplier provided to IMS HEALTH, during the period that
you worked for any IMS HEALTH Company;


•                  during
the Prohibited Period, soliciting, inducing, enticing or procuring any employee
of any IMS HEALTH Company to leave his or her employment; or employing or
otherwise using the services of any person who is or was an IMS HEALTH Company
employee during the last twelve months that you worked for an IMS HEALTH
Company; or


•                  during
the Prohibited Period, directly or indirectly (including without limitation as
an officer, director, employee, advisor, agent, consultant 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), (i) seeking or accepting any
employment or other work with or providing assistance to any person or entity
that offers Competitive Services (as defined below) to any person or entity
that was a customer or potential customer of any IMS HEALTH Company at any time
during the last two years of your employment with any IMS HEALTH Company, or (ii)
otherwise providing Competitive Services.


 


For purposes hereof, “Competitive
Services” means engaging in 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 IMS 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):


 


•                  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;


•                  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;


•                  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;


•                  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;


•                  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;


•                  using
or developing technology, methodologies or processes which have functionality
or produce results similar to the technology, methodologies or processes
employed or offered by IMS HEALTH to process pharmaceutical or healthcare
information, including but not limited to internal processing technology,
decision support tools, data warehousing applications and data mining
applications;


•                  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


•                  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 foregoing activities 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.


 


By accepting your Option(s), you
consent to a deduction from any amounts the Company or your employer owes you
from time to time equal to the forfeiture amount, to the extent such deduction
is permitted by applicable law.


 


Governing Law 


 


THE
PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK
AND ANY APPLICABLE FEDERAL LAWS. 
INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE
LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.


 


ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR
THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS
LOCATED IN THE STATE OF NEW YORK.  YOU
AGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGAL
CHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANY
SUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEW
YORK AND ANY APPLICABLE FEDERAL LAWS.


 


Intended
Accounting Treatment; Reform of Contract


 


The
Company intends that your Option(s) shall qualify for fixed accounting under
APB 25, with the compensation measurement date for accounting purposes to occur
at the Date of Grant, unless the Committee specifically determines
otherwise.  Therefore, other provisions
of this Agreement notwithstanding, in order to preserve this fundamental
objective of your Option(s), if any provision of this Agreement or otherwise
applicable to your Option(s) would result in “variable” accounting or a
measurement date other than the Date of Grant, if the Committee was not
specifically aware of such accounting consequence at the time such provision
became effective, such provision shall be modified and reformed to the extent necessary
to preserve the accounting treatment of your Option(s) intended by the
Committee.


 


Acknowledgements
and Acceptance


 


You
voluntarily acknowledge and consent to the collection, use, processing and
transfer of personal data as described in this paragraph.  You are not obliged to consent to such
collection, use, processing and transfer of personal data.  However, failure to provide the consent may
affect your ability to participate in the Plan. 
IMS HEALTH, its Subsidiaries and your employer hold certain personal
information about you, including your name, home address and telephone number,
date of birth, social insurance number or other employee identification number,
salary, nationality, job title, any shares of stock or directorships held in
IMS HEALTH, details of your Option(s) all other IMS Health options or any other
rights or entitlements to shares of stock in your favor, for the purpose of
managing and administering the Plan (“Data”). 
IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselves
as necessary for the purpose of implementation, administration and management
of your participation in the Plan, and IMS HEALTH and/or any of its
Subsidiaries may each further transfer Data to any third parties assisting IMS
HEALTH in the implementation, administration and management of the Plan.  These recipients may be located in the
European Economic Area, or elsewhere throughout the world, such as the United
States.  You authorize them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing your participation in
the Plan, including any requisite transfer of such Data as may be required for
the administration of the Plan and/or the subsequent holding of IMS Health
Shares on your behalf to a broker or other third party with whom you may elect
to deposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, require
any necessary amendments to it or withdraw the consents herein in writing by
contacting IMS HEALTH; however, withdrawing your consent may affect your
ability to participate in the Plan.  You
acknowledge and agree that your consent shall apply to any and all stock option
awards made to you under the Plan or this Agreement, whether now or in the
future.


 





















 


You do not need to do
anything if you want to accept your Option(s) on the terms set out in this
Agreement.  It would however help us if
you would sign this Agreement in the space indicated below and return a copy to
us by mail to:


 


Equity Plans


Shared Business Services


861 Marcon Boulevard


Allentown, Pennsylvania
18109


U.S.A.


 


If you do not want to accept your Option(s) on the terms set
out in this Agreement, the Plan and all related documents, please notify us of
your rejection of the Option(s) by writing to the Company at the above address,
marking your envelope to the attention of Laura Bartels, no later than                                .  Your Option(s) will then be cancelled.  If you do not write to us telling us that you
do not want your Option(s) by                                 ,
you will be deemed to have accepted your Option(s) and to agree to the terms
set out in this Agreement.


 


Copies
of the Plan and such related documents are being provided to you as part of
this Agreement.


 


	
  IMS HEALTH INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David M. Thomas

  	
  Employee’s
  Signature

  
	
  Chairman and
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  



 





















 


FORM C (For All
Other Participating Employees)


 


	
  Notice of Grant and Agreement
  and Consent under the [1998 IMS Health Incorporated Employees Stock Incentive
  Plan/IMS Health Incorporated 2000 Stock Incentive Plan]

  	
   

  	
  IMS Health Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   ID: 06-1506026

  
	
   

  	
   1499 Post Road

  
	
   

  	
   Fairfield,
  CT  06824

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option
  Number:

  
	
   

  	
   

  	
  Plan:

  	
  [IH98/BA00]

  
	
   

  	
   

  	
  ID:

  



 


THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933


 


IMS Health Incorporated (“IMS
Health” or the “Company”) hereby grants to you a non-qualified stock option to
purchase                   
shares (“IMS Health Shares”) of the Company’s common stock at $                
per share (your “Option(s)”). 
This grant is effective as of                       
(the “Date of Grant”).


 


The [1998 IMS Health
Incorporated Employees’ Stock Incentive Plan/IMS Health Incorporated 2000 Stock
Incentive Plan] (the “Plan”) is discretionary in nature and IMS Health may
amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is a
one-time benefit solely offered to employees and does not create any
contractual or other right to receive a grant of IMS HEALTH stock options or
benefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the sole discretion
of IMS HEALTH, including, but not limited to, the timing of any grant, the
number of IMS Health stock options, vesting provisions and the exercise price.


 


The
future value of the underlying IMS HEALTH Shares is unknown and cannot be
predicted with certainty.  If the
underlying IMS HEALTH Shares do not increase in value, you will realize no
value from your Option(s).


 


Your Option(s) are
subject to and governed by the terms of the Plan. The provisions of the Plan
are incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)
by reference.  All capitalized terms used
in this Agreement but not defined shall have the meanings set forth in the
Plan.  In the event the Plan and this
Agreement are not consistent, the terms of the Plan shall govern, save and
except that the provisions related to Termination of Employment as set out
below shall prevail over any inconsistent terms contained in the Plan.


 


Your participation in the
Plan and your execution of this Agreement 
is voluntary.  The value of IMS
HEALTH stock options generally and your Option(s) specifically are an
extraordinary item of compensation outside the scope of your employment
contract, if any, and do not constitute compensation of any kind for services
of any kind rendered to the Company.  As
such, neither IMS Health stock options generally nor your Option(s)
specifically are part of normal or expected compensation for purposes of
calculating any termination, severance, resignation, redundancy, end of service
payments, bonuses, long service awards, pension or retirement benefits, or
similar payments.


 


Vesting and Stated
Expiration Date


 


Your Option(s) will vest
according to the following schedule if your employment with the Company or


 





















 


a Subsidiary continues
through the vesting date, and your Option(s) will have the indicated stated
expiration date, except as otherwise provided in the Plan and this Agreement:


 


	
  Number
  Of IMS

  Heath Shares

  	
   

  	
  Vest Date

  	
   

  	
  Stated

  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Your Option(s) shall
expire on the stated expiration date, subject to earlier forfeiture or
expiration as specified in the Plan and this Agreement upon Termination of
Employment with the Company and its Subsidiaries as described below and in
other circumstances specified therein and herein.


 


Termination
of Employment


 


Except as
otherwise provided in the Plan or determined in the sole discretion of the
Committee, in connection with any termination of your employment for any
reason, whether such termination is occasioned by you, by the Company or any of
its Subsidiaries with or without cause, or by mutual agreement (“Termination of
Employment”), the following provisions will apply (subject to the provisions
hereof under the caption “Intended Accounting Treatment; Reform of Contract”):


 


(1)                                  From and
after the date that you give or are provided with written notice of Termination
of Employment (the “Notice Date), regardless of any notice period or period of
pay in lieu of such notice required under any applicable statute or the common
law (each, the “Notice Period”), you will receive no further grants of IMS
Health stock options under the Plan or any other plan;


(2)                                  A
Termination of Employment due to death or disability within the meaning of Section 7(e)
of the Plan shall be governed by that Section, and a Termination of Employment
due to Retirement shall be governed by Section 7(f) of the Plan;


(3)                                  In the case
of any Termination of Employment not governed by (2) above, if there is no
Notice Period or, if there is a Notice Period, such Notice Period will include
not more than one month during which you will have ceased to continue to
perform your work duties on substantially the same basis as before the Notice
Date, your Termination Date will be the date on which you cease to be an
employee of the Company and its Subsidiaries;


(4)                                  In the case
of any Termination of Employment not governed by (2) or (3) above, your right
to vest in your Option(s) will terminate effective as of the earlier of
(i) the Notice Date or (ii) the date that you are no longer actively employed,
which shall be deemed the date of your Termination of Employment for purposes
this Agreement.  For clarity, in such
case, you will not continue to vest in your Option(s) during the Notice Period,
and your right to exercise your Option(s) in connection with such Termination,
if any, will be measured from the earlier of (i) the Notice Date or (ii) the
date that you are no longer actively employed; and such period in which you may
exercise the Option(s) in connection with such Termination, if any, will not be
extended by the Notice Period.


 


In
case of any Termination of Employment, any portion of the Option(s) not vested
at or before Termination of Employment (or subject to non-forfeiture in the
case of Retirement) pursuant to the foregoing provisions or Section 7 of
the Plan will be forfeited.


 


You may exercise your
Option(s) at such time as they have become exercisable only in accordance with
the Plan and with any procedures that the Committee may set forth.


 


You
acknowledge and agree that you will have no claim or entitlement (1) to
compensation or damages in consequence of the Termination of Employment with
IMS Health or any of its Subsidiaries for any reason whatsoever and whether or
not in breach of contract, insofar as such claim or entitlement arises or may
arise from your ceasing to have any rights under the Plan or this Agreement,
(2) to exercise your Option(s) as a result of such Termination of Employment
except as


 





















 


expressly
provided in this Agreement, or (3) from the loss or diminution in value of your
Option(s); and, upon the grant of your Option(s) and in partial consideration
for your participation in the Plan and this Agreement, you shall be deemed
irrevocably to have waived any such claim or entitlement.


 


Your sales of IMS Health
Shares acquired upon exercise of your Option(s) will be subject to applicable
restrictions under the Company’s policies regulating insider trading by
employees.


 


Nontransferability of
Your Option(s)


 


Except
as may be provided otherwise under the Plan, you cannot transfer, give, assign,
sell, encumber, or in any way transfer or alienate your Option(s) to anyone
except after your death by your will or by applicable inheritance laws, and
during your lifetime your Option(s) shall be exercisable only by you or your
legal representative.


 


Forfeiture of Unexercised
Portion of Your Option(s) and Certain Gain


 


The greatest assets of
IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are its
employees, technology and customers.  In
recognition of the increased risk of unfairly losing any of these assets to its
competitors, IMS HEALTH has adopted the following policy:


 


If you directly or indirectly engage in
any of the “Detrimental Activities” defined below:


 


(a)                                  any
unexercised portion of your Option(s) shall automatically expire (regardless of
vesting) on the later of (i) the date of your Termination of Employment or  (ii) the date of your Detrimental Activity;
and


 


(b)                                 [you
shall forfeit to the Company the IMS Health Shares acquired upon any exercise
of your Option(s) by you during the one year prior to, or at any time after,
the date of the earliest actual occurrence of your Detrimental Activity (the “Forfeiture
Period”).  Such IMS Health Shares shall
be forfeited by you and payable to the Company at the later of (i) the date of
your Termination of Employment or (ii) 
the date of your Detrimental Activity. 
If you have disposed of Option Shares during the Forfeiture Period, your
obligation to repay IMS Health Shares upon such forfeiture will continue
(payment of cash or other property is not permitted), so that you will be
required to acquire replacement IMS Health Shares and deliver them to the
Company in settlement of your forfeiture obligation without regard to any
subsequent market price increase or decrease from the date of exercise. The
Company may, in its discretion, repay to you for each forfeited IMS Health
Share an amount equal to the lesser of (i) the Option Price or (ii) the fair
market value of the IMS Health Share at the date of forfeiture minus the
aggregate “spread” at the time of your exercise of your Option(s) (that “spread”
being the exercise date fair market value of a IMS Health Share minus the
Option Price).  If you fail to promptly
deliver forfeited IMS Health Shares and if, apart from this Agreement, the
Company is obligated to pay any cash amount to you, the Company, as a setoff,
may use such cash to purchase IMS Health Shares in the open market on your
behalf, which IMS Health Shares will be retained by the Company in settlement
of your forfeiture obligation hereunder.]*


 


Detrimental Activities are defined as:


 


•                  using or disclosing any information that has
been treated by an IMS HEALTH Company as confidential or proprietary and is of
competitive advantage to such IMS HEALTH Company, unless you are using or
disclosing it in the course of your job with such IMS HEALTH Company;


•                  during
the period beginning the Date of Grant and ending twelve months after you leave
your employment with any IMS HEALTH Company (the “Prohibited Period”),
soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTH
Company the trade or business of


 





















 


any entity that was a
customer (including “near-permanent” customers), prospective customer or data
supplier of an IMS HEALTH Company, in order to sell to such customer or
prospective customer, or obtain from such data supplier, the same, similar or
related services IMS HEALTH offers to its customers, or such data supplier
provided to IMS HEALTH, during the period that you worked for any IMS HEALTH
Company;


•                  during
the Prohibited Period, soliciting, inducing, enticing or procuring any employee
of any IMS HEALTH Company to leave his or her employment; or employing or
otherwise using the services of any person who is or was an IMS HEALTH Company
employee during the last twelve months that you worked for an IMS HEALTH
Company; or


•                  during
the Prohibited Period, directly or indirectly (including without limitation as
an officer, director, employee, advisor, agent, consultant 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), (i) seeking or accepting any
employment or other work with or providing assistance to any person or entity
that offers Competitive Services (as defined below) to any person or entity that
was a customer or potential customer of any IMS HEALTH Company at any time
during the last two years of your employment with any IMS HEALTH Company, or
(ii) otherwise providing Competitive Services.


 


For purposes hereof, “Competitive
Services” means engaging in 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 IMS 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):


 


•                  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;


•                  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;


•                  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;


•                  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;


•                  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;


•                  using
or developing technology, methodologies or processes which have functionality
or produce results similar to the technology, methodologies or processes
employed or offered by IMS HEALTH to process pharmaceutical or healthcare
information, including but not limited to internal processing technology,
decision support tools, data warehousing applications and data mining
applications;


•                  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


•                  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 foregoing activities 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.


 





















 


[By accepting your Option(s), you
consent to a deduction from any amounts the Company or your employer owes you
from time to time equal to the forfeiture amount, to the extent such deduction
is permitted by applicable law.]*


 


Governing Law 


 


THE
PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORK
AND ANY APPLICABLE FEDERAL LAWS. 
INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE
LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.


 


ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR THIS
AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATED
IN THE STATE OF NEW YORK.  YOU AGREE TO
SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGAL
CHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANY
SUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEW
YORK AND ANY APPLICABLE FEDERAL LAWS.


 


Intended
Accounting Treatment; Reform of Contract


 


The
Company intends that your Option(s) shall qualify for fixed accounting under
APB 25, with the compensation measurement date for accounting purposes to occur
at the Date of Grant, unless the Committee specifically determines
otherwise.  Therefore, other provisions
of this Agreement notwithstanding, in order to preserve this fundamental
objective of your Option(s), if any provision of this Agreement or otherwise
applicable to your Option(s) would result in “variable” accounting or a
measurement date other than the Date of Grant, if the Committee was not
specifically aware of such accounting consequence at the time such provision
became effective, such provision shall be modified and reformed to the extent
necessary to preserve the accounting treatment of your Option(s) intended by
the Committee.


 


Acknowledgements
and Acceptance


 


You
voluntarily acknowledge and consent to the collection, use, processing and
transfer of personal data as described in this paragraph.  You are not obliged to consent to such
collection, use, processing and transfer of personal data.  However, failure to provide the consent may
affect your ability to participate in the Plan. 
IMS HEALTH, its Subsidiaries and your employer hold certain personal
information about you, including your name, home address and telephone number,
date of birth, social insurance number or other employee identification number,
salary, nationality, job title, any shares of stock or directorships held in
IMS HEALTH, details of your Option(s) all other IMS Health options or any other
rights or entitlements to shares of stock in your favor, for the purpose of
managing and administering the Plan (“Data”). 
IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselves
as necessary for the purpose of implementation, administration and management
of your participation in the Plan, and IMS HEALTH and/or any of its
Subsidiaries may each further transfer Data to any third parties assisting IMS
HEALTH in the implementation, administration and management of the Plan.  These recipients may be located in the European
Economic Area, or elsewhere throughout the world, such as the United
States.  You authorize them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing your participation in
the Plan, including any requisite transfer of such Data as may be required for
the administration of the Plan and/or the subsequent holding of IMS Health
Shares on your behalf to a broker or other third party with whom you may elect
to deposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, require
any necessary amendments to it or withdraw the consents herein in writing by
contacting IMS HEALTH; however, withdrawing your consent may affect your ability
to participate in the Plan.  You
acknowledge and agree that your consent shall apply to any and all stock option
awards made to you under the Plan or this Agreement, whether now or in the
future.


 


You do not need to do
anything if you want to accept your Option(s) on the terms set out in this


 





















 


Agreement.  It would however help us if you would sign
this Agreement in the space indicated below and return a copy to us by mail to:


 


Equity Plans


Shared Business Services


861 Marcon Boulevard


Allentown, Pennsylvania
18109


U.S.A.


 


If you do not want to accept your Option(s) on the terms set
out in this Agreement, the Plan and all related documents, please notify us of
your rejection of the Option(s) by writing to the Company at the above address,
marking your envelope to the attention of Laura Bartels, no later than                      .  Your Option(s) will then be cancelled.  If you do not write to us telling us that you
do not want your Option(s) by                          ,
you will be deemed to have accepted your Option(s) and to agree to the terms
set out in this Agreement.


 


Copies
of the Plan and such related documents are being provided to you as part of
this Agreement.


 


	
  IMS HEALTH INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David M. Thomas

  	
  Employee’s
  Signature

  
	
  Chairman and
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  



 










*   This language is
included in agreements covering 5,000 or more shares.