EXHIBIT
10.1


 


RESTRICTED STOCK
UNITS AGREEMENT


 


RESTRICTED STOCK
UNITS GRANTED

UNDER THE 1998 IMS HEALTH INCORPORATED

NON-EMPLOYEE DIRECTORS’ 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 Non-Employee Directors’
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 1998 IMS Health Incorporated Non-Employee Directors’
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) 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) the termination of a Participant’s
service as a director of the Company by reason of death or Disability; (ii) the
termination of a Participant’s service as a director of the Company for any
reason other than death or Disability if the Committee (excluding any member
thereof whose own RSU is at issue) has specifically approved the accelerated
vesting of the RSUs upon such termination of service, or (iii) the occurrence
of a Change in Control if the Committee has specifically approved the
accelerated vesting of the RSUs upon such Change in Control.  Each RSU credited as a result of Dividend
Equivalents on a forfeitable RSU and any cash amount payable as 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 or cash.  Each RSU credited as a result of Dividend
Equivalents on a then non-forfeitable RSU under Section 5(a) shall be
fully vested and non-forfeitable from and after the date of such crediting, and
any cash amount credited as Dividend Equivalents on a then non-forfeitable RSU
shall be deemed to be fully vested and non-forfeitable at the time it is
credited and shall be paid at the time of settlement.


 


(b)                                 In
the event of Participant’s termination of service as a director of the Company,
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 termination of a Participant’s
service as a director of the Company for reasons other than death or
Disability, unvested RSUs generally will be forfeited.


 


3.                                       Nontransferability


 


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 below, such


 





















 


RSU shall not be
transferable or assignable 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 the 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, my
death or Disability, or other termination of my service as a director of the
Company).


 


o                                    I hereby elect to
defer the settlement of my RSUs until the termination of my service as a
director of the Company for any reason. 
Termination of my service as a director of the Company 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 1998 Non-Employee
Directors’ Deferred Compensation Plan.


 


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 and the record date for such cash dividend is prior to the
settlement of the associated RSU, then a Participant shall be entitled to
dividend equivalents 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 9(a) of the Plan, taking
into account any RSUs credited to Participant in connection with such event
under Section 5(a) hereof.


 


6.                                       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.


 


(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.


 


7.                                       Miscellaneous


 


(a)                                  This
Agreement shall be legally binding when executed by the Company and accepted by
the Participant as described below, provided that no deferral 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.  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: