Exhibit 10.6


 


1998 IMS
Health Incorporated


Non-Employee
Directors’ Deferred Compensation Plan


 


(As Amended and Restated through
October 20, 2008)


 


1.             Purpose of the Plan


 


The purpose of the Plan is
to enhance the Company’s ability to attract and retain talented individuals to
serve as members of the Board and to promote a greater alignment of interests
between non-employee directors and the shareholders of the Company.


 


2..            Definitions


 


The following capitalized
terms used in the Plan have the respective meanings set forth in this Section:


 


(a)      Act: The Securities Exchange Act of 1934, as
amended, or any successor thereto.


 


(b)      Annual Deferral Amount: As such term is
defined in Section 5(a) of the Plan.


 


(c)      Award: A Deferred Share Unit, Stock Option or
Deferred Cash granted pursuant to the Plan.


 


(d)      Beneficial Owner: As such term is defined in Rule 13d-3
under the Act (or any successor rule thereto).


 


(e)      Board: The Board of Directors of the Company.


 


(f)       Change in Control: The occurrence of any of
the following events:


 


(i)                 any Person (other than the Company, any
trustee or other  fiduciary holding securities under an employee benefit
plan of  the Company, or any company owned, directly or indirectly, by
the  stockholders of the Company in substantially the same
proportions  as their ownership of stock of the Company), becomes
the  Beneficial Owner, directly or indirectly, of securities of the 
Company representing 20% or more of the combined voting power of  the
Company’s then-outstanding securities;


 


(ii)              during any period of twenty-four months (not
including any period  prior to the Effective Date), individuals who at the
beginning of  such period constitute the Board, and any new director
(other than  (A) a director nominated by a Person who has entered into
an  agreement with the Company to effect a transaction described in 
Sections 2(f)(i), (iii) or (iv) of the Plan, (B) a
director  nominated by any Person (including the Company) who
publicly  announces an intention to take or to consider taking actions 
(including, but not limited to, an actual or threatened proxy  contest)
which if consummated would constitute a Change in Control  or (C) a
director nominated by any Person who is the Beneficial  Owner, directly or
indirectly, of securities of the Company  representing 10% or more of the
combined voting power of the  Company’s securities) whose election by the
Board or nomination for  election by the Company’s stockholders was
approved in advance by a  vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or  whose election or nomination for election was previously
so  approved, cease for any reason to constitute at least a majority 
thereof;


 


(iii)           the stockholders of the Company approve any
transaction or series of  transactions under which the Company is merged
or consolidated with  any other company, other than a merger or
consolidation (A) which  would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by  remaining outstanding or by being


 

















 


converted
into voting securities  of the surviving entity) more than 66 2/3% of the
combined voting power of the voting securities of  the Company or such
surviving entity outstanding immediately after  such merger or
consolidation and (B) after which no Person holds  20% or more of the
combined voting power of the then-outstanding  securities of the Company
or such surviving entity; or


 


(iv)          the stockholders of the Company approve a
plan of complete  liquidation of the Company or an agreement for the sale
or  disposition by the Company of all or substantially all of the 
Company’s assets.


 


(g)      Code: The Internal Revenue Code of 1986, as
amended, or any successor thereto.


 


(h)      Cognizant: Cognizant Corporation, a Delaware
corporation.


 


(i)       Committee: The Compensation and Benefits
Committee of the Board.


 


(j)       Company: IMS Health Incorporated, a Delaware
corporation.


 


(k)      Deferred Cash: A bookkeeping entry credited
in accordance with an election made by a Participant pursuant to Section 5
of the Plan.


 


(l)       Deferred Share Unit: A bookkeeping entry,
equivalent in value to one Share, credited in accordance with an election made
by a Participant pursuant to Section 5 of the Plan.


 


(m)     Determination Date: As such term is defined
in Section 6 of the Plan.


 


(n)      Effective Date: The date on which the Plan
takes effect, as defined pursuant to Section 13 of the Plan.


 


(o)      Election Date: The date on which a
Participant files an election with the Secretary of the Company pursuant to Section 5
of the Plan.


 


(p)      Fair Market Value: On a given date, the
arithmetic mean of the high and low prices of the Shares as reported on such
date on the Composite Tape of the principal national securities exchange on
which such Shares are listed or admitted to trading, or, if no Composite Tape
exists for such national securities exchange on such date, then on the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if the Shares are not listed or admitted on a national
securities exchange, the arithmetic mean of the per Share closing bid price and
per Share closing asked price on such date as quoted on the National
Association of Securities Dealers Automated Quotation System (or such market in
which such prices are regularly quoted), or, if there is no market on which the
Shares are regularly quoted, the Fair Market Value shall be the value
established by the Committee in good faith. If no sale of Shares shall have
been reported on such Composite Tape or such national securities exchange on
such date or quoted on the National Association of Securities Dealers Automated
Quotation System on such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be used.


 


(q)      First Trading Date: The first date on which
the Shares are traded regular way on the principal national securities exchange
on which such Shares are listed or admitted to trading.


 


(r)       Participant: Any director of the Company who
is not an employee of the Company or any Subsidiary of the Company (i) as
of any Election Date and (ii) during any years of service covered by the
election made on such Election Date.


 


(s)      Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto).


 

















 


(t)       Plan: The 1998 IMS Health Incorporated
Non-Employee Directors’ Deferred Compensation Plan, as amended and restated.


 


(u)      Plan Interest Rate: The rate of interest per
annum in effect and applicable to Deferred Cash, which in each calendar year
shall equal 120% of the long-term “Applicable Federal Rate,” assuming annual
compounding, as specified under Section 1274(d) of the Internal
Revenue Code for the December immediately preceding such calendar
year.  This interest rate provision shall be effective January 1,
2007 and thereafter.


 


(v)      Shares: Shares of common stock, par value
$0.01 per Share, of the Company.


 


(w)     Spinoff Date: The date on which the Shares
that are owned by Cognizant are distributed to the holders of record of shares
of Cognizant.


 


(x)       Stock Option: A non-qualified stock option
granted in accordance with an election made by a Participant pursuant to Section 5
of the Plan.


 


(y)      Stock Option Value: The value assigned to a Stock
Option to purchase one Share, for purposes of determining the number of Shares
to be subject to a Stock Option granted in lieu of payment of an Annual
Deferral Amount (or specified portion thereof) under Section 5(c). 
The Stock Option Value shall be determined from time to time by the Committee,
based on a reasonable valuation methodology selected by the Committee, and
shall remain in effect until changed by the Committee.  Initially and
until changed by the Committee, the Stock Option Value shall be deemed to be
one-third of the Fair market Value of one Share on the date the Stock Option is
granted.


 


(z)       Subsidiary: A subsidiary corporation, as
defined in Section 424(f) of the Code (or any successor section
thereto).


 


3.             Administration


 


The Plan shall be
administered by the Committee, which may delegate its duties and powers in
whole or in part to any subcommittee thereof consisting solely of at least two “non-employee
directors” within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto).  The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Plan.  The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable.  Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries
or successors).  The foregoing notwithstanding, the Board may exercise any
power or perform any function of the Committee, in which case any applicable
reference to “Committee” herein shall be deemed to refer to the Board.


 


From and after May 2,
2003, the Plan shall be deemed to be a subplan implementing the Company’s 1998
Non-Employee Directors’ Stock Incentive Plan (the “1998 NEDSIP”). 
Accordingly, Deferred Share Units and Stock Options granted on or after that
date shall be deemed to be awards governed by the 1998 NEDSIP, and any Shares
delivered in connection with such Awards shall be drawn from the 1998 NEDSIP. Deferred
Cash also shall is governed by the 1998 NEDSIP. Accordingly, the terms of the
1998 NEDSIP are incorporated herein by reference, including all rules under
Section 13 of the 1998 NEDSIP providing for compliance with Code Section 409A.


 


4.             Eligibility


 


All Participants shall be
eligible to participate under this Plan.


 

















 


5.             Voluntary Deferral of Cash Compensation


 


A Participant may
voluntarily elect to defer his or her cash compensation (including, but not
limited to, annual retainer, board meeting fees, committee meeting fees and
committee chairman fees) in the following manner:


 


(a)           Method of Election.  In order to make
a voluntary election pursuant to the Plan, the Participant must complete and
deliver to the Secretary of the Company a written election, not later than 30
days after the date on which he or she commences service as a director of the
Company or, for deferrals to occur in subsequent years, not later than December 31
of the year preceding the subsequent year (or such earlier deadline as may be
specified by the Company, provided that such deadline shall be established in
conformance with Section 13(a) of the 1998 NEDSIP and Exhibit A
to the 1998 Employees’ Stock Incentive Plan, as amended, to ensure effective
tax deferral by the Participant and conform to all applicable requirements of
Code Section 409A), designating (i) the portion of his or her cash
compensation for a year of service as a director that is to be deferred (the “Annual
Deferral Amount”) and (ii) the portion of the Annual Deferral Amount that
is to be deferred into (A) Deferred Share Units and/or (B) Stock
Options and/or (C) Deferred Cash.  Such an election shall only be
effective with respect to (i) the annual retainer and (ii) any other
fees earned (in each case) after the date of the election.  Such election
shall remain effective for all future years of service unless the Participant
makes a new valid election in a subsequent year by the applicable deadline for
such elections.  The foregoing notwithstanding, elections in 2005
pertaining to deferrals of compensation payable in 2005 after the filing of the
election shall be deemed timely and valid if filed not later than March 15,
2005, provided that such an election (and this Plan) shall be subject to the applicable
requirements of  IRS Notice 2005-1, Q/A 21.  A Participant’s
deferrals in 2005 prior to the effectiveness of any election referred to in the
preceding sentence were governed by the irrevocable deferral election filed by
the applicable deadline for such election in 2004, which election remained in
effect until the anniversary (in 2005) of the normal commencement date for the
Participant’s term as a director.


 


(b)           Deferred Share Units.  If a
Participant elects to defer his or her Annual Deferral Amount into Deferred
Share Units, such Participant will have Deferred Share Units credited (as of
each date on which his or her cash compensation would otherwise have been paid)
to a Deferred Share Unit account maintained for him or her on the books of the
Company.  The number of Deferred Share Units (including fractional
Deferred Share Units) to be credited shall be determined by dividing (i) the
amount of cash compensation to be deferred into Deferred Share Units by (ii) the
Fair Market Value of one Share on the date credited.  Deferred Share
Units, during such period as they are outstanding, shall be credited with
dividend equivalents based on dividends paid on Shares. Dividend equivalents resulting
from dividend payments prior to August 1, 2002 shall be converted into
additional Deferred Share Units based on the Fair Market Value of Shares on the
date credited.  From and after August 1, 2002, dividend equivalents
relating to cash dividends paid prior to settlement of a Deferred Share Unit
shall be calculated at the time of such settlement and credited and paid in
cash at settlement, without interest; provided, however, that non-cash
dividends and large, special and non-recurring cash dividends will be governed
by Section 9 of the Plan.  Notwithstanding anything to the contrary
in this Section 5(b), the Fair Market Value of one Share on any date prior
to the First Trading Date shall be the Fair Market Value of one Share on the
First Trading Date.


 


(c)           Stock Options.  If a Participant
elects to defer his or her Annual Deferral Amount into Stock Options, such
Participant will receive a grant of a Stock Option as of each date on which his
or her cash compensation would otherwise have been paid.  The number of
Shares purchasable under the Option (rounded to the nearest whole Share) will
be determined by dividing (i) the amount of cash compensation to be
deferred into Stock Options by (ii) the Stock Option Value then in
effect.  The Stock Option (i) will have an exercise price per Share
equal to 100% of the Fair Market Value of a Share at the date of grant, (ii) will
have a stated expiration date of seven years after the date of grant, (iii) will
be non-forfeitable, and (iv) will become exercisable on the first
anniversary of the date of grant.  The foregoing notwithstanding, the
Stock Option will become exercisable immediately prior to a Change in Control
or in the event of the termination of the Participant’s service as a director
due to death or disability.


 

















 


(d)           Deferred Cash.  If a Participant makes
a voluntary election to defer his or her Annual Deferral Amount into Deferred
Cash, such Participant will have Deferred Cash credited, as of each date on
which his or her cash compensation would otherwise have been paid, to a
Deferred Cash account maintained for him or her on the books of the
Company.  The amount of Deferred Cash to be credited shall equal the
amount of cash compensation to be deferred into Deferred Cash.  A Participant’s
account shall be credited with additional Deferred Cash equal to the amount of
notional interest earned on the account, assuming that such interest is earned
at the Plan Interest Rate and compounded on an annual basis.


 


6.             Distributions Following Termination
of Board Service


 


Distributions will be made
after termination of the Participant’s separation from service as a director of
the Company (within the meaning of Treasury Regulation § 1.409A-1(h)) . 
Any distribution of Deferred Share Units shall be in the form of whole Shares
equal to the number of Deferred Share Units being distributed, with any
fractional Shares distributable on the final distribution date to be paid in
cash based on the Fair Market Value of a Share as of that distribution date. 
Deferred Cash shall be distributed in cash.   A Participant may elect
(in accordance with Section 13(a)(i) of the 1998 NEDSIP) to have all
or designated portions of his or her Deferred Share account and Deferred Cash
account distributed as follows:


 


•                       As a lump sum on the first business day of
the calendar year immediately following the date on which the Participant separates
from service as a director of the Company (the “Determination Date”), subject
to Section 13(a) of the 1998 NEDSIP;


•                       As a lump sum on the fifth anniversary of the
Determination Date; or


•                       As annual installments payable commencing on
the Determination Date subject to Section 13(a) of the 1998 NEDSIP,
such number of installments not to exceed ten (any Shares distributable on a
given date shall be rounded down to the nearest whole Share).


 


The Participant shall elect the distribution date
for deferrals at the same time as he or she elects to participate in the Plan
under Section 5(a), provided that, (i) if no valid election relating
to distribution is on file, the Participant shall be deemed to have elected a
lump sum distribution to be made on the Determination Date, and (ii), elections
shall otherwise be subject to applicable provisions of Section 13(a) of
the 1998 NEDSIP (distributions shall remain subject to Section 9(b),
however).


 


7.             Nontransferability of Awards and Rights Under the Plan


 


Awards and related rights
under the Plan shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution.  During
the lifetime of a Participant, Awards shall be payable only to or exercisable
only by such Participant.  Deferred Share Units and Deferred Cash payable
after the death of a Participant may be paid to the legatees, personal representatives
or distributees of the Participant, and a Stock Option may be transferred to
and thereafter exercised by the legatees, personal representatives or
distributees of the Participant after the Participant’s death.  The
foregoing notwithstanding, the Committee may permit a transfer of Stock Options
in connection with the Participant’s estate planning, subject to such terms and
conditions as the Committee may specify. Sections 11 and 13(a)(viii) of
the 1998 NEDSIP also apply to Awards that constitute a deferral of compensation
under Code Section 409A.


 


8.             Unfunded Plan


 


Unless otherwise determined
by the Committee, the Plan shall be unfunded. To the extent any individual
holds any rights by virtue of an Award granted under the Plan, such rights
(unless otherwise determined by the Committee) shall be no greater than the
rights of an unsecured general creditor of the Company.


 

















 


9.             Adjustments Upon Certain Events


 


Notwithstanding any other
provisions in the Plan to the contrary, the following provisions shall apply to
Awards.


 


(a)             Generally. 
In the event of any change in the outstanding Shares after the Effective Date
by reason of any Share dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of Shares or other
corporate exchange, or any distribution to stockholders of Shares other than
regular cash dividends, the Committee in its sole discretion and without
liability to any person may make such substitution or adjustment, if any, as it
deems to be equitable, as to any Deferred Share Units or Stock Options granted
under the Plan., and shall make such adjustments to Deferred Share Units or
Stock Options in accordance with Section 12 of the 1998 NEDSIP.


 


(b)             Change in Control. 
In the event of a Change in Control, Deferred Cash and Deferred Share Units
shall be distributed in accordance with Section 9(b) of the 1998
NEDSIP. .


 


10.           Successors and Assigns


 


The Plan shall be binding on
all successors and assigns of the Company and a Participant, including without
limitation, the estate of such Participant and the executor, administrator or
trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant’s creditors.


 


11.           Amendments or Termination


 


The Board may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuation shall be
made which would impair the rights of any Participant under any Awards
theretofore granted without such Participant’s consent.  The Committee may
act to amend, alter or discontinue the Plan, but only if the amendment or other
action would not require shareholder approval and otherwise does not materially
increase the cost of the Plan to the Company.


 


12.           Choice of Law


 


The Plan shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed in the State of New York.


 


13.           Effectiveness of the Plan and Amendment and
Restatement of the Plan


 


The Plan became effective as
of the Spinoff Date.  The latest amendment and restatement of the Plan
became effective October 21, 2008, and applies to all deferral accounts in
existence in 2008 and later.