EXHIBIT
10.2


 


	
  Notice of Grant of Stock
  Options Under the IMS Health Incorporated 1998 Non-Employee Directors’ Stock
  Incentive Plan

  	
   

  	
  IMS Health Incorporated

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   ID: 06-1506026

  
	
   

  	
   1499 Post Road

  
	
   

  	
   Fairfield,
  CT  06824

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Option
  Number:

  
	
   

  	
   

  	
  Plan:

  	
  DIMS

  
	
   

  	
   

  	
  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 of the Company’s common stock at $                
per share (your “Option”).  This
grant is effective as of                    
(the “Date of Grant”).


 


Your Option is subject to
and governed by the terms of the IMS Health
Incorporated 1998 Non-Employee Directors’ Stock Incentive Plan (the “Plan”) document.  The provisions of the Plan document are
incorporated into this Stock Option Agreement (the “Agreement”) by
reference.  All capitalized terms used in
this Agreement but not defined shall have the meanings set forth in the Plan
document.  In the event the Plan document
and this Agreement are not consistent, the terms of the Plan document shall
govern.


 


Vesting and Stated
Expiration Date


 


Your Option will vest according
to the following schedule if your service to the Company continues through
the vesting date:


 


	
  Number

  Of Shares

  	
   

  	
  Vest Date

  	
   

  	
  Stated

  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


In the event your service
to the Company and its Subsidiaries terminates, any portion of the Option not
vested at or before termination will be forfeited, except as otherwise provided
in the Plan.


 


The Option shall expire
at the stated expiration date, subject to earlier forfeiture or expiration as
specified in the Plan and this Agreement following your termination of service
to the Company and its Subsidiaries and in other circumstances specified
therein and herein.


 


Notwithstanding anything
to the contrary in this Award Agreement, upon occurrence of a “Change in
Control” (as such term is defined in the Plan), then 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 exercisable only in accordance with the
Plan and with any procedures that the Committee may set forth.


 





















 


Your sales of shares
acquired upon exercise of the Option will be subject to applicable restrictions
under the Company’s policies regulating insider trading by non-employee
directors.


 


Nontransferability of
Option


 


Except as otherwise may
be provided under the Plan, you cannot transfer, give or assign your Option to
anyone except after your death by your will or by applicable inheritance laws,
and during your lifetime your Option shall be exercisable only by you.


 


Governing Law


 


THE PLAN AND THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO ITS CONFLICTS OF LAW DOCTRINE.


 


ANY LEGAL PROCEEDING ARISING OUT OF 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 NEW YORK LAW.


 


Acceptance


 


You do
not need to do anything if you want to accept your Options 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 on the terms set out
in this Agreement, please write to the Company at the above address, marking
your envelope to the attention of Laura Bartels, no later than                                  .  Your Option will then be cancelled.  If you do not write to us telling us that you
do not want your Option by                                 ,
we will assume that you want to accept your Options and agree to the terms set
out in this Agreement.


 


By signing below, you
accept your Option as described above and the terms and conditions set out in
this Agreement, the Plan and all related documents.  Copies of the Plan and such related documents
are being provided to you as part of this Agreement.


 


	
  IMS HEALTH INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  David M. Thomas

  	
  Director

  
	
  Chairman and
  Chief Executive Officer