EXHIBIT
10.3


 


FORM A (For
Executives with Change-in-Control Agreements)


 


RESTRICTED STOCK
UNITS AGREEMENT


 


RESTRICTED STOCK
UNITS GRANTED


UNDER THE 1998 IMS
HEALTH INCORPORATED


EMPLOYEES’ STOCK
INCENTIVE PLAN


 


This Restricted Stock
Units Agreement (the Agreement) confirms the grant of Restricted Stock Units
(RSUs) as of                               
(the Grant Date) by the Compensation and Benefits Committee (the Committee) of
the Board of Directors of IMS Health Incorporated (the Company) as follows:


 


	
  Participant Granted
  RSUs:

  	
   

  
	
   

  	
   

  
	
  Number of RSUs Granted:

  	
   

  
	
   

  	
   

  
	
  Scheduled Lapse Date:

  	
   

  



 


The
RSUs are granted under the 1998 IMS Health Incorporated Employees’ Stock
Incentive Plan (the Plan).  The RSUs are
subject to all the terms and conditions of the Plan, which is attached hereto
and incorporated herein by reference, and are subject to the terms and
conditions of this Agreement, including the Terms and Conditions attached
hereto, which are incorporated herein by reference.


 


Participant
acknowledges and agrees that (i), until an RSU has become vested in accordance
with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture
to the extent provided in Section 2 hereof, and (ii), until the [later of
the]* time each RSU becomes vested [or the end of any additional period of
deferral elected by Participant in accordance with Section 4 hereof]*,
such RSU shall be generally nontransferable, as provided in Section 3
hereof.


 


IN WITNESS WHEREOF, IMS
Health Incorporated has caused this Agreement to be executed by its officer
thereunto duly authorized.


 


By
the Company’s signature, and your acceptance of these
RSUs (as described in the attached Terms and Conditions), you and the Company
agree to the terms of this Agreement. 
[If you make any deferral election in this Agreement, you must sign the
Agreement and return it to the Executive Compensation & Equity Plans
Department by the date specified in the attached Terms and Conditions.]*


 


	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  
	
   

  	
  David M. Thomas

  
	
   

  	
  Chairman and Chief
  Executive Officer

  



 





















 


Terms and
Conditions


 


of
Restricted Stock Units


 


1.                                       Restricted
Stock Units


 


Each Restricted Stock
Unit (RSU) represents a generally nontransferable, conditional right to receive
one share of the Company’s Common Stock (a Share) at a specified future date,
together with a right to Dividend Equivalents and other rights, subject to the
terms and conditions of the Employees’ Stock Incentive Plan (the Plan) and this
Agreement.  RSUs are bookkeeping units,
and do not represent ownership of Shares or any other equity security. The
Company shall maintain a bookkeeping account for Participant (the Account)
reflecting the number of RSUs then credited to Participant hereunder as a
result of this grant of RSUs and any crediting of additional RSUs to Participant
pursuant to payments equivalent to dividends paid on Shares under Section 5
(Dividend Equivalents).  For purposes of
this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture
under Section 2 has lapsed but which remain subject to deferral of
settlement.


 


2.                                       Vesting
and Forfeiture


 


(a)                                  RSUs
granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs
under this Section 2 shall lapse; such RSUs shall remain subject to Section 6)
at the scheduled lapse date set forth on the cover page of this Agreement,
except that all RSUs shall vest on an accelerated basis upon the earliest of
(i) Termination of Employment (as defined below) by reason of a Retirement, but
only if the Committee has specifically approved the accelerated vesting of the
RSUs upon such Retirement, (ii) Termination of Employment by reason of death or
Disability, (iii) the occurrence of a Change in Control, or (iv) any other
event  specified as resulting in
acceleration of RSUs in an employment agreement between the Company and
Participant in effect at the time of Termination of Employment.  Each RSU credited as a result of Dividend
Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time
of vesting of the forfeitable RSU which gives rise, directly or indirectly, to
the crediting of such Dividend Equivalent RSU. 
Each RSU credited as a result of Dividend Equivalents on a then
non-forfeitable RSU under Section 5(a) shall be fully vested and
nonforfeitable from and after the date of such crediting (subject to Section 6).


 


(b)                                 In
the event of Participant’s Termination of Employment, all RSUs that are not
vested at or prior to the time of such Termination shall be forfeited, unless
otherwise determined by the Committee. 
Thus, upon Participant’s voluntary Termination of Employment or a
Termination of Employment by the Company for Cause, unvested RSUs generally
will be forfeited.


 


(c)                                  For
purposes of this Agreement, a Termination of Employment shall mean a
termination of Participant’s employment with the Company or a subsidiary or
affiliate of the Company if, immediately thereafter, Participant is not
employed by any of the Company or its subsidiaries or affiliates.


 


(d)                                 For
purposes of this Agreement, Cause shall have the meaning defined in an employment
agreement between the Company and Participant in effect at the time of
Termination of Employment or, if there is no such employment agreement, Cause
shall mean  (1) willful malfeasance or
willful misconduct by Participant in connection with his or her employment, (2)
continuing failure to perform such duties as are requested by any employee to
whom the Participant reports, directly or indirectly, or by the board of
directors of either the Company or the subsidiary or affiliate employs
Participant, (3) failure by Participant to observe


 





















 


policies
of the Company or his or her employer applicable to Participant, or (4) the
commission by Participant of (i) any felony or (ii) any misdemeanor involving
moral turpitude.


 


3.                                       Nontransferability


 


Until RSUs become
settleable under Section 4 hereof, RSUs shall not be transferable other
than by will or by the laws of descent and distribution or to a designated
beneficiary in the event of Participant’s death, and no such transfer shall be
effective to bind the Company unless the Committee shall have been furnished
with a copy of such will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.


 


[4.                                   Settlement
and Election to Defer Settlement


 


RSUs granted hereunder,
together with RSUs credited as a result of Dividend Equivalents, shall be
settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall
occur upon the lapse of the risk of forfeiture of such RSU under Section 2,
except settlement shall be deferred in certain cases if so elected by
Participant in accordance with this Section 4.  Settlement of RSUs that directly or
indirectly result from Dividend Equivalents on RSUs granted hereunder shall
occur at the time of settlement of the granted RSU.


 


By filling out this Section 4,
signing, and returning this Agreement to the Executive Compensation &
Equity Plans Department at least six months prior to Scheduled Lapse Date for
any affected RSUs (or such other deadline as may be specified by the Vice
President, Global Human Resources), Participant may elect to defer the date of
settlement of RSUs.  An election
hereunder shall be effective only in the case of RSUs which, but for the
election, would have been settled more than six months after the filing of the
election.


 


Check Only One:


 


o                                    I hereby elect to
have my RSUs settled upon the lapse of the risk of forfeiture under Section 2
(Note: This election will apply if you do not return the Agreement to the
Company or if you do not check any box).


 


o                                    I hereby elect to
defer the settlement of my RSUs until the first business day of month                                          
in the year              
(subject to accelerated settlement in the event of a Change in Control, death
of the Participant, or Termination of Employment by Retirement).


 


o                                    I hereby elect to
defer the settlement of my RSUs until my Termination of Employment for any
reason.  Termination of Employment
includes my death or Disability (subject to accelerated settlement in the event
of a Change in Control).


 


Any elective deferral
will be subject to such additional terms and conditions as the Committee may
impose, including terms and conditions under the Company’s Deferred
Compensation Plan.  Please note that even
if you elect to defer settlement, the Company is required to withhold from you
Medicare taxes at the applicable minimum statutory rate on the scheduled lapse
date for the deferred RSUs.  Such
withholding will be based upon the aggregate Fair Market Value of the Shares
underlying the deferred RSUs on the scheduled lapse date and will normally be
deducted from your salary in the payroll that immediately follows the scheduled
lapse date.]*


 


5.                                       Dividend
Equivalents and Adjustments


 


(a)                                  Dividend
Equivalents shall be paid or credited on RSUs (other than RSUs that, at the
relevant record date, previously have been settled or forfeited) as follows:


 


(i)                                     Cash Dividends.  If
the Company declares and pays a dividend or distribution on Common Stock in the
form of cash, then a Participant shall be entitled to


 





















 


dividend equivalents as
follows: Dividend equivalents resulting from cash dividend payments prior to August 1,
2002 shall be credited to Participant’s Account as of the payment date for such
dividend or distribution and converted into additional RSUs at that date based
on the Fair Market Value of Shares on the date credited.  From and after August 1, 2002, dividend
equivalents relating to cash dividends, the record date for which is prior to
settlement of an RSU, shall be calculated at the time of such settlement and
credited and paid in cash at settlement, without interest.


 


(ii)                                  Non-Share Dividends. 
If the Company declares and pays a dividend or distribution on Common
Stock in the form of property other than Shares, then a number of additional
RSUs shall be credited to Participant’s Account as of the payment date for such
dividend or distribution equal to the number of RSUs credited to the Account as
of the record date for such dividend or distribution multiplied by the Fair
Market Value of such property actually paid as a dividend or distribution on
each outstanding Share at such payment date, divided by the Fair Market Value
of a Share at such payment date.


 


(iii)                               Common Stock Dividends and Splits.  If the Company declares and pays a dividend
or distribution on Common Stock in the form of additional Shares, or there
occurs a forward split of Common Stock, then a number of additional RSUs shall
be credited to Participant’s Account as of the payment date for such dividend
or distribution or forward split equal to the number of RSUs credited to the
Account as of the record date for such dividend or distribution or split
multiplied by the number of additional Shares actually paid as a dividend or
distribution or issued in such split in respect of each outstanding Share.


 


(b)                                 The
number of RSUs credited to Participant’s Account shall be appropriately
adjusted, in order to prevent dilution or enlargement of Participants’ rights
with respect to RSUs, to reflect any changes in the outstanding Shares
resulting from any event referred to in Section 10(a) of the Plan, taking
into account any RSUs credited to Participant in connection with such event
under Section 5(a) hereof.


 


6.                                       Forfeiture
of RSUs and Shares Acquired Upon Prior Vesting and Settlement


 


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
unvested RSUs shall automatically be forfeited on the later of the date of your
Termination of Employment or the date IMS HEALTH becomes aware of your
Detrimental Activity, without regard to the provisions of Section 2; and


 


(b)                                 you shall forfeit to the Company any RSUs that vested and
the resulting Shares acquired upon settlement 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”). 
These Shares shall be forfeited by you and are payable to the Company at
the later of the date of your Termination of Employment or the date IMS HEALTH
becomes aware of your Detrimental Activity. 
If you have disposed of such Shares during the Forfeiture Period, your
obligation to repay Shares upon such forfeiture will continue (payment of cash
or other property is not permitted), so that you will be required to acquire
replacement 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.  If
you fail to promptly deliver forfeited 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 Shares in the open market


 





















 


on your behalf, which 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.


 


7.                                       Other
Terms Relating to RSUs


 


(a)                                  The
number of RSUs credited to a Participant’s Account shall include fractional
RSUs calculated to at least three decimal places, unless otherwise determined
by the Committee.  Upon settlement of RSUs,
Participant shall be paid, in cash, an amount equal to the value of any
fractional share that would have otherwise been deliverable in settlement of
such RSUs, unless the Company arranges to deliver shares to an account of
Participant to which fractional shares may be credited without requiring the
Company to in fact issue a fractional share.


 


(b)                                 It
shall be a condition to the obligation of the Company to issue and deliver
Shares in settlement of the RSUs that the Participant (or any Beneficiary) pay
to the Company or a Participating Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying the minimum statutory
withholding liabilities for federal, state, or local income or other taxes.  If the amount requested is not paid, the
Company may refuse to deliver the shares in settlement of the RSUs until such
amount is paid.  The Committee may, in
its discretion, permit a Participant (or any Beneficiary of a Participant) to
pay all or a portion of the amount requested by the Company for such taxes at
such time and in such manner as the Committee shall deem to be appropriate,
including by authorizing, and the Participant hereby authorizes, the Company to
withhold from the shares to be delivered in settlement, or by agreeing to
surrender to the Company on or about the date such tax liability is
determinable, Shares having a fair market value (The fair market value is equal
to the average high/low on the day in which the Shares are surrendered.) equal
to the amount of such tax liability or a specified portion of such tax
liability.


 


(c)                                  An
individual statement of each Participant’s Account will be issued to each
Participant not less frequently than annually. 
Such statements shall reflect the amount of RSUs credited to Participant’s
Account, transactions therein during the period covered by the statement, and
other information deemed relevant by the Vice President of Global Human
Resources.  Such a statement may be
combined with or include information regarding other plans and compensatory
arrangements relating to Participant.  A
Participant’s statements shall be deemed a part of this Agreement, and shall
evidence the Company’s obligations in respect of RSUs, including the number of
RSUs credited as a result of Dividend Equivalents (if any); provided, however,
that any statement containing an error shall not represent a binding obligation
to the extent of such error.


 





















 


8.                                       Miscellaneous


 


(a)                                  This
Agreement shall be legally binding when executed by the Company and accepted by
the Participant as described below, provided that no election of Participant
will be binding unless Participant has executed the Agreement and returned it
to the Executive Compensation & Equity Plans Department of the Company.


 


(b)                                 This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties.  This
Agreement constitutes the entire agreement between the parties with respect to
the RSUs, and supersedes any prior agreements or documents with respect to the
RSUs.  No amendment, alteration,
suspension, discontinuation or termination of this Agreement which may impose
any additional obligation upon the Company or impair the rights of Participant
with respect to the RSUs shall be valid unless in each instance such amendment,
alteration, suspension, discontinuation or termination is expressed in a
written instrument duly executed in the name and on behalf of the Company and
by Participant.


 


(c)                                  Any
Beneficiary designation made by Participant in accordance with this provision
may be changed from time to time, without the consent of any previously
designated Beneficiary (but subject to any spousal consent as may be required)
by filing with the Executive Compensation & Equity Plans Department a
notice of such change.   The change of
Beneficiary designation shall become effective upon receipt by the Executive
Compensation & Equity Plans Department. 
In the event Participant’s Beneficiary would otherwise become entitled
to a distribution hereunder, and all Beneficiaries designated by Participant
are not then living, or if no valid Beneficiary designation is in effect,
Participant’s estate or duly authorized personal representative shall be deemed
to have been designated by Participant.


 


(d)                                 Any
provision for distribution in settlement of Participant’s Account hereunder
shall be by means of bookkeeping entries on the books of the Company and shall
not create in Participant or any Beneficiary any right to, or claim against
any, specific assets of the Company, nor result in the creation of any trust or
escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to
any distribution hereunder shall be a general creditor of the Company.


 


(e)                                  Capitalized
terms used in this Agreement but not defined herein shall have the same
meanings as in the Plan.  If there is any
conflict between the provisions of this Agreement and the provisions of the
Plan, the provisions of the Plan shall govern.


 


*  * 
*  *  *


 


You do not need to do anything if you want to accept your
RSUs on the terms set out in this Agreement. 
If you do not want to accept your RSUs on
the terms set out in this Agreement, please write to the Company at the address
below, marking your envelope to the attention of Kristin Johnson, no later than
                                         .


 


IMS
Health


Executive
Compensation & Equity Plans


660 W.
Germantown Pike


Plymouth
Meeting, Pennsylvania 19462


U.S.A.


 


Your RSUs will then be cancelled.  If you do not write to us telling us that you
do not want your RSUs by                                          ,
you will have accepted your RSUs and agreed to the terms set out in this
Agreement.


 


[By signing below and
returning this Agreement to the Executive Compensation & Equity Plans
Department, I elect to defer settlement of the RSUs until the applicable date


 





















 


specified
in Section 4, subject to earlier settlement in accordance with Section 4
and the other terms of the Plan and this Agreement.  (Note: If you do not wish
to defer settlement past the Scheduled Lapse Date you do not need to sign below
and return this Agreement to the Executive Compensation & Equity Plans
Department.  If you elect to
further defer settlement or name a beneficiary, you should retain a copy of
this Agreement for your records.)]*


 


	
  PARTICIPANT:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  



 


For HR Use Only: Date
Received by Executive Compensation & Equity Plans Department:                          



 










*This language is not included in agreements with
employees outside the United States.


 


Agreements covering Performance-Based Restricted Stock Units
include the following language:  The RSUs
are granted based upon the achievement of performance conditions during                         ,
in accordance with the Company’s Performance-Based Restricted Stock Program
(the PERS program) under the 1998 IMS Health Incorporated Employees’ Stock
Incentive Plan (the Plan).  Accordingly,
the RSUs represent performance-based restricted stock units or PERS as to which
the performance conditions have been satisfied.


 





















 


FORM B (For All
Other Participating Employees)


 


RESTRICTED STOCK
UNITS AGREEMENT


 


RESTRICTED STOCK
UNITS GRANTED


UNDER THE [1998
IMS HEALTH INCORPORATED


EMPLOYEES’ STOCK
INCENTIVE PLAN/IMS HEALTH INCORPORATED


2000 STOCK
INCENTIVE PLAN]


 


This Restricted Stock Units
Agreement (the Agreement) confirms the grant of Restricted Stock Units (RSUs)
as of                               
(the Grant Date) by the Compensation and Benefits Committee (the Committee) of
the Board of Directors of IMS Health Incorporated (the Company) as follows:


 


	
  Participant Granted
  RSUs:

  	
   

  
	
   

  	
   

  
	
  Number of RSUs Granted:

  	
   

  
	
   

  	
   

  
	
  Scheduled Lapse Date:

  	
   

  



 


The
RSUs are granted under the [1998 IMS Health Incorporated Employees’ Stock
Incentive Plan/IMS Health Incorporated 2000 Stock Incentive (the Plan)].  The RSUs are subject to all the terms and
conditions of the Plan, which is attached hereto and incorporated herein by
reference, and are subject to the terms and conditions of this Agreement,
including the Terms and Conditions attached hereto, which are incorporated
herein by reference.


 


Participant
acknowledges and agrees that (i), until an RSU has become vested in accordance
with Section 2(a) hereof, such RSU will be subject to a risk of forfeiture
to the extent provided in Section 2 hereof, and (ii), until the [later of
the]* time each RSU becomes vested [or the end of any additional period of
deferral elected by Participant in accordance with Section 4 hereof]*,
such RSU shall be generally nontransferable, as provided in Section 3
hereof.


 


IN WITNESS WHEREOF, IMS
Health Incorporated has caused this Agreement to be executed by its officer
thereunto duly authorized.


 


By
the Company’s signature, and your acceptance of these
RSUs (as described in the attached Terms and Conditions), you and the Company
agree to the terms of this Agreement. 
[If you make any deferral election in this Agreement, you must sign the
Agreement and return it to the Executive Compensation & Equity Plans
Department by the date specified in the attached Terms and Conditions.]*


 


	
   

  	
  IMS HEALTH INCORPORATED

  
	
   

  	
   

  
	
   

  	
  David M. Thomas

  
	
   

  	
  Chairman and Chief
  Executive Officer

  



 





















 


Terms and
Conditions


 


of
Restricted Stock Units


 


1.                                       Restricted
Stock Units


 


Each Restricted Stock
Unit (RSU) represents a generally nontransferable, conditional right to receive
one share of the Company’s Common Stock (a Share) at a specified future date,
together with a right to Dividend Equivalents and other rights, subject to the
terms and conditions of the Employees’ Stock Incentive Plan (the Plan) and this
Agreement.  RSUs are bookkeeping units,
and do not represent ownership of Shares or any other equity security. The
Company shall maintain a bookkeeping account for Participant (the Account)
reflecting the number of RSUs then credited to Participant hereunder as a result
of this grant of RSUs and any crediting of additional RSUs to Participant
pursuant to payments equivalent to dividends paid on Shares under Section 5
(Dividend Equivalents).  For purposes of
this Agreement, the term RSUs includes RSUs as to which the risk of forfeiture
under Section 2 has lapsed but which remain subject to deferral of
settlement.


 


2.                                       Vesting
and Forfeiture


 


(a)                                  RSUs
granted hereunder shall vest (meaning that the risk of forfeiture of such RSUs
under this Section 2 shall lapse; such RSUs shall remain subject to Section 6)
at the scheduled lapse date set forth on the cover page of this Agreement,
except that all RSUs shall vest on an accelerated basis upon the earliest of
(i) Termination of Employment (as defined below) by reason of a Retirement, but
only if the Committee has specifically approved the accelerated vesting of the
RSUs upon such Retirement, (ii) Termination of Employment by reason of death or
Disability, (iii) the occurrence of a Change in Control, or (iv) any other
event  specified as resulting in
acceleration of RSUs in an employment agreement between the Company and
Participant in effect at the time of Termination of Employment.  Each RSU credited as a result of Dividend
Equivalents on a forfeitable RSU under Section 5(a) shall vest at the time
of vesting of the forfeitable RSU which gives rise, directly or indirectly, to
the crediting of such Dividend Equivalent RSU. 
Each RSU credited as a result of Dividend Equivalents on a then non-forfeitable
RSU under Section 5(a) shall be fully vested and nonforfeitable from and
after the date of such crediting (subject to Section 6).


 


(b)                                 In
the event of Participant’s Termination of Employment, all RSUs that are not
vested at or prior to the time of such Termination shall be forfeited, unless
otherwise determined by the Committee. 
Thus, upon Participant’s voluntary Termination of Employment or a
Termination of Employment by the Company for Cause, unvested RSUs generally
will be forfeited.


 


(c)                                  For
purposes of this Agreement, a Termination of Employment shall mean a
termination of Participant’s employment with the Company or a subsidiary or
affiliate of the Company if, immediately thereafter, Participant is not
employed by any of the Company or its subsidiaries or affiliates.


 


(d)                                 For
purposes of this Agreement, Cause shall have the meaning defined in an
employment agreement between the Company and Participant in effect at the time
of Termination of Employment or, if there is no such employment agreement,
Cause shall mean  (1) willful malfeasance
or willful misconduct by Participant in connection with his or her employment,
(2) continuing failure to perform such duties as are requested by any employee
to whom the Participant reports, directly or indirectly, or by the board of
directors of either the Company or the subsidiary or affiliate employs
Participant, (3) failure by Participant to observe


 





















 


policies
of the Company or his or her employer applicable to Participant, or (4) the
commission by Participant of (i) any felony or (ii) any misdemeanor involving
moral turpitude.


 


3.                                       Nontransferability


 


Until RSUs become
settleable under Section 4 hereof, RSUs shall not be transferable other
than by will or by the laws of descent and distribution or to a designated
beneficiary in the event of Participant’s death, and no such transfer shall be
effective to bind the Company unless the Committee shall have been furnished
with a copy of such will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.


 


[4.                                   Settlement
and Election to Defer Settlement


 


RSUs granted hereunder,
together with RSUs credited as a result of Dividend Equivalents, shall be
settled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shall
occur upon the lapse of the risk of forfeiture of such RSU under Section 2,
except settlement shall be deferred in certain cases if so elected by
Participant in accordance with this Section 4.  Settlement of RSUs that directly or
indirectly result from Dividend Equivalents on RSUs granted hereunder shall
occur at the time of settlement of the granted RSU.


 


By filling out this Section 4,
signing, and returning this Agreement to the Executive Compensation &
Equity Plans Department at least six months prior to Scheduled Lapse Date for
any affected RSUs (or such other deadline as may be specified by the Vice
President, Human Resources), Participant may elect to defer the date of
settlement of RSUs.  An election
hereunder shall be effective only in the case of RSUs which, but for the
election, would have been settled more than six months after the filing of the
election.


 


Check Only One:


 


o                                    I hereby elect to
have my RSUs settled upon the lapse of the risk of forfeiture under Section 2
(Note: This election will apply if you do not
return the Agreement to the Company or if you do not check any box).


 


o                                    I hereby elect to
defer the settlement of my RSUs until the first business day of month                                            
in the year                
(subject to accelerated settlement in the event of the death of the
Participant, or Termination of Employment by Retirement).


 


o                                    I hereby elect to
defer the settlement of my RSUs until my Termination of Employment for any
reason.  Termination of Employment
includes my death or Disability.


 


Any elective deferral
will be subject to such additional terms and conditions as the Committee may
impose, including terms and conditions under the Company’s Deferred
Compensation Plan.  Please note that even
if you elect to defer settlement, the Company is required to withhold from you
Medicare taxes at the applicable minimum statutory rate on the scheduled lapse
date for the deferred RSUs.  Such
withholding will be based upon the aggregate Fair Market Value of the Shares
underlying the deferred RSUs on the scheduled lapse date and will normally be
deducted from your salary in the payroll that immediately follows the scheduled
lapse date.]*


 


5.                                       Dividend
Equivalents and Adjustments


 


(a)                                  Dividend
Equivalents shall be paid or credited on RSUs (other than RSUs


 





















 


that,
at the relevant record date, previously have been settled or forfeited) as
follows:


 


(i)                                     Cash Dividends.  If
the Company declares and pays a dividend or distribution on Common Stock in the
form of cash, then a Participant shall be entitled to dividend equivalents as
follows: Dividend equivalents resulting from cash dividend payments prior to August 1,
2002 shall be credited to Participant’s Account as of the payment date for such
dividend or distribution and converted into additional RSUs at that date based
on the Fair Market Value of Shares on the date credited.  From and after August 1, 2002, dividend
equivalents relating to cash dividends, the record date for which is prior to
settlement of an RSU, shall be calculated at the time of such settlement and
credited and paid in cash at settlement, without interest.


 


(ii)                                  Non-Share Dividends. 
If the Company declares and pays a dividend or distribution on Common
Stock in the form of property other than Shares, then a number of additional
RSUs shall be credited to Participant’s Account as of the payment date for such
dividend or distribution equal to the number of RSUs credited to the Account as
of the record date for such dividend or distribution multiplied by the Fair
Market Value of such property actually paid as a dividend or distribution on
each outstanding Share at such payment date, divided by the Fair Market Value
of a Share at such payment date.


 


(iii)                               Common Stock Dividends and Splits.  If the Company declares and pays a dividend
or distribution on Common Stock in the form of additional Shares, or there
occurs a forward split of Common Stock, then a number of additional RSUs shall
be credited to Participant’s Account as of the payment date for such dividend
or distribution or forward split equal to the number of RSUs credited to the
Account as of the record date for such dividend or distribution or split
multiplied by the number of additional Shares actually paid as a dividend or
distribution or issued in such split in respect of each outstanding Share.


 


(b)                                 The
number of RSUs credited to Participant’s Account shall be appropriately
adjusted, in order to prevent dilution or enlargement of Participants’ rights
with respect to RSUs, to reflect any changes in the outstanding Shares
resulting from any event referred to in Section 10(a) of the Plan, taking
into account any RSUs credited to Participant in connection with such event
under Section 5(a) hereof.


 


6.                                       Forfeiture
of RSUs and Shares Acquired Upon Prior Vesting and Settlement


 


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:


 


(c)                                  any
unvested RSUs shall automatically be forfeited on the later of the date of your
Termination of Employment or the date IMS HEALTH becomes aware of your
Detrimental Activity, without regard to the provisions of Section 2; and


 


(d)                                 you shall forfeit to the Company any RSUs that vested and
the resulting Shares acquired upon settlement 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”). 
These Shares shall be forfeited by you and are payable to the Company at
the later of the date of your Termination of Employment or the date IMS HEALTH
becomes aware of your Detrimental Activity. 
If you have disposed of such Shares during the Forfeiture Period, your
obligation to repay Shares upon such forfeiture will continue (payment of cash
or other property is not permitted), so that you will be required to acquire
replacement 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.  If you fail to promptly deliver forfeited
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
Shares in the open market on your behalf, which 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.


 


7.                                       Other
Terms Relating to RSUs


 


(a)                                  The
number of RSUs credited to a Participant’s Account shall include fractional
RSUs calculated to at least three decimal places, unless otherwise determined
by the Committee.  Upon settlement of
RSUs, Participant shall be paid, in cash, an amount equal to the value of any
fractional share that would have otherwise been deliverable in settlement of
such RSUs, unless the Company arranges to deliver shares to an account of
Participant to which fractional shares may be credited without requiring the
Company to in fact issue a fractional share.


 


(b)                                 It
shall be a condition to the obligation of the Company to issue and deliver
Shares in settlement of the RSUs that the Participant (or any Beneficiary) pay
to the Company or a Participating Company, upon its demand, such amount as may
be requested by the Company for the purpose of satisfying the minimum statutory
withholding liabilities for federal, state, or local income or other
taxes.  If the amount requested is not
paid, the Company may refuse to deliver the shares in settlement of the RSUs
until such amount is paid.  The Committee
may, in its discretion, permit a Participant (or any Beneficiary of a
Participant) to pay all or a portion of the amount requested by the Company for
such taxes at such time and in such manner as the Committee shall deem to be
appropriate, including by authorizing, and the Participant hereby authorizes,
the Company to withhold from the shares to be delivered in settlement, or by
agreeing to surrender to the Company on or about the date such tax liability is
determinable, Shares having a fair market value (The fair market value is equal
to the average high/low on the day in which the Shares are surrendered.) equal
to the amount of such tax liability or a specified portion of such tax
liability.


 


(c)                                  An
individual statement of each Participant’s Account will be issued to each
Participant not less frequently than annually. 
Such statements shall reflect the amount of RSUs credited to Participant’s
Account, transactions therein during the period covered by the statement, and
other information deemed relevant by the Vice President of Global Human
Resources.  Such a statement may be
combined with or include information regarding other plans and compensatory arrangements
relating to Participant.  A Participant’s
statements shall be deemed a part of this Agreement, and shall evidence the
Company’s obligations in respect of 


 





















 


RSUs, including the
number of RSUs credited as a result of Dividend Equivalents (if any); provided,
however, that any statement containing an error shall not represent a binding
obligation to the extent of such error.


 


8.                                       Miscellaneous


 


(a)                                  This
Agreement shall be legally binding when executed by the Company and accepted by
the Participant as described below, provided that no election of Participant
will be binding unless Participant has executed the Agreement and returned it
to the Executive Compensation & Equity Plans Department of the Company.


 


(b)                                 This
Agreement shall be binding upon the heirs, executors, administrators and
successors of the parties.  This
Agreement constitutes the entire agreement between the parties with respect to
the RSUs, and supersedes any prior agreements or documents with respect to the
RSUs.  No amendment, alteration,
suspension, discontinuation or termination of this Agreement which may impose
any additional obligation upon the Company or impair the rights of Participant
with respect to the RSUs shall be valid unless in each instance such amendment,
alteration, suspension, discontinuation or termination is expressed in a
written instrument duly executed in the name and on behalf of the Company and
by Participant.


 


(c)                                  Any
Beneficiary designation made by Participant in accordance with this provision
may be changed from time to time, without the consent of any previously
designated Beneficiary (but subject to any spousal consent as may be required)
by filing with the Executive Compensation & Equity Plans Department a
notice of such change.   The change of
Beneficiary designation shall become effective upon receipt by the Executive
Compensation & Equity Plans Department. 
In the event Participant’s Beneficiary would otherwise become entitled
to a distribution hereunder, and all Beneficiaries designated by Participant are
not then living, or if no valid Beneficiary designation is in effect,
Participant’s estate or duly authorized personal representative shall be deemed
to have been designated by Participant.


 


(d)                                 Any
provision for distribution in settlement of Participant’s Account hereunder
shall be by means of bookkeeping entries on the books of the Company and shall
not create in Participant or any Beneficiary any right to, or claim against
any, specific assets of the Company, nor result in the creation of any trust or
escrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled to
any distribution hereunder shall be a general creditor of the Company.


 


(e)                                  Capitalized
terms used in this Agreement but not defined herein shall have the same meanings
as in the Plan.  If there is any conflict
between the provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan shall govern.


 


*  * 
*  *  *


 


You do not need to do anything if you want to accept your
RSUs on the terms set out in this Agreement. 
If you do not want to accept your RSUs on
the terms set out in this Agreement, please write to the Company at the address
below, marking your envelope to the attention of Kristin Johnson, no later than
                                          .


 


IMS
Health


Executive
Compensation & Equity Plans


660 W.
Germantown Pike


Plymouth
Meeting, Pennsylvania 19462


U.S.A.


 


Your RSUs will then be cancelled.  If you do not write to us telling us that you
do not want your RSUs by                                             ,
you will have accepted your RSUs and agreed to the terms


 





















 


set out in this Agreement.


 


[By signing below and
returning this Agreement to the Executive Compensation & Equity Plans
Department, I elect to defer settlement of the RSUs until the applicable date
specified in Section 4, subject to earlier settlement in accordance with Section 4
and the other terms of the Plan and this Agreement.  (Note: If you do not wish
to defer settlement past the Scheduled Lapse Date you do not need to sign below
and return this Agreement to the Executive Compensation & Equity Plans
Department.  If you elect to
further defer settlement or name a beneficiary, you should retain a copy of
this Agreement for your records.)]*


 


	
  PARTICIPANT:

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  



 


For HR Use Only: Date
Received by Executive Compensation & Equity Plans Department:]                         


 










*This language is not included in agreements with
employees outside the United States.