Exhibit 10.10


 


IMS
HEALTH INCORPORATED


 


Long-Term
Incentive  Program


(As Amended and
Restated October 20, 2008)


 


1.             General.  This Long-Term Incentive Program (the “Program”)
of IMS HEALTH INCORPORATED (the “Company” or “IMS HEALTH”) authorizes the grant
of certain awards under Section 9 of the Company’s Employees’ Stock
Incentive Plan (the “ESIP”) and Section 9 of the Company’s 2000 Stock
Incentive Plan (the “2000 Plan” and, with the ESIP, the “Plans”) and sets forth
certain terms and conditions of such grants. 
The purpose of the Program is to help the Company secure and retain
employees of outstanding ability and to motivate such employees to exert their
best efforts on behalf of the Company and its subsidiaries by providing
incentives directly linked to the profitability of the Company, and otherwise
to further the purposes of the Plans. 
The applicable terms and conditions of each of the Plans are
incorporated by reference in this Program, and shall apply to the extent that
the Committee has specified that the cash or Shares that are issuable or
deliverable in settlement of an Award are drawn from either of the Plans.  If any provision of this Program or an
agreement hereunder conflicts with a provision of the applicable Plan, the
provision of the applicable Plan shall govern. 
The Committee may delegate to specified officers or employees of the
Company authority to perform administrative or other functions under the
Program.


 


2.             Definitions.  Capitalized terms used in this Program but
not defined herein have the same meanings as defined in the applicable
Plan.  In addition to such terms and
those terms defined in Section 1 above, the following are defined terms
under this Program:


 


(a)           “Account” means the account
established for a Participant under Section 6(a).


 


(b)           “Award” means the amount of a
Participant’s Award Opportunity in respect of a Performance Period determined
by the Committee to have been earned and the Participant’s rights to future
payments of cash, Shares, Restricted Stock Units or non-restricted Stock Units,
or Restricted Shares in settlement thereof.


 


(c)           “Award Opportunity” means the
Participant’s opportunity to earn specified dollar-denominated and/or Stock
Unit-denominated amounts in respect of a Performance Period.  An Award Opportunity constitutes a
conditional right to receive settlement of an Other Stock-Based Award for
purposes of the Plans.


 


(d)           “Cause” means “cause” as defined in
an employment agreement between the Company and the Participant in effect at
the time of Termination of Employment or, if there is no such employment
agreement, Cause shall mean the (1) willful malfeasance or willful
misconduct by the 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
the Company or the board of directors of any Subsidiary or affiliate which
employs Participant, (3) failure by the Participant to observe policies of
the Company or his or her employer applicable to the Participant, or (4) commission
by the Participant of (i) any felony or (ii) any misdemeanor
involving moral turpitude.


 


(e)           “Covered Employee” means an employee
whom the Committee deems likely to be, at the end of a given Performance
Period, a “covered employee” within the meaning of Section 162(m) of
the Code.


 


(f)            “Dividend Equivalents” means credits
to a Participant’s Account in respect of each Stock Unit as determined under Section 6(b).


 

















 


(g)           “Participant” means an employee
participating in this Program.


 


(h)           “Performance Goal” means the Company
or individual accomplishment required as a condition to the earning of an Award
Opportunity.  Unless otherwise determined
by the Committee, Performance Goals shall meet the requirements of Section 9(b) of
the ESIP.


 


(i)            “Performance Period” means the
period of two consecutive fiscal years over which an Award Opportunity may be
earned, provided that the Committee may specify a different duration for any
Performance Period.


 


(j)            “Restricted Share” means a Share
granted as an Other Stock-Based Award under the Plans, subject to a risk of
forfeiture, non-transferable prior to vesting, restricted as to the right to
receive dividends, and subject to such other restrictions as specified in the
Plans or this Program and as the Committee may specify in any applicable
agreement which must be executed by the Participant as a condition to receipt
of the grant.  A Restricted Share will be
actually issued by the Company at the time of grant, but the certificate
therefor may be retained in the custody of the Company.


 


(k)           “Stock Unit” is a bookkeeping unit
which represents a conditional right to receive one Share upon settlement,
together with a right to Dividend Equivalents as specified in Section 6(b).  Stock Units constitute a commitment by the
Company to issue or deliver Common Stock at specified future dates in
settlement of Other Stock-Based Awards under the Plans.  Stock Units are arbitrary accounting measures
created and used solely for purposes of this Program, and do not represent
ownership rights in the Company, Shares, or any asset of the Company.  Stock Units subject to a risk of forfeiture
based on continued employment and vesting may be referred to as “Restricted
Stock Units.”


 


(l)            “Termination of Employment” means
the termination of a Participant’s employment by the Company or a Subsidiary
immediately after which the Participant is not employed by the Company or any
Subsidiary; provided, however, that in the case of an Award Opportunity or
Award that constitutes a deferral of compensation under Code Section 409A,
“Termination of Employment” means a “separation from service” as defined in
Treasury Regulation § 1.409A-1(h).


 


3.             Eligibility.  Employees who are eligible to participate in
any of the Plans may be selected by the Committee to participate in this
Program.


 


4.             Designation
and Earning of Award Opportunities.


 


(a)           Designation of Award
Opportunities and Performance Goals. 
The Committee shall select employees to participate in the Program for a
Performance Period and designate, for each such Participant, the Award
Opportunity such Participant may earn for such Performance Period, the nature
of the Performance Goal the achievement of which will result in the earning of the
Award Opportunity, and the levels of earning of the Award Opportunity
corresponding to the levels of achievement of the performance goal.  If an Award is intended to be a “Performance-Based
Award” under Section 9(b) of the ESIP, which would qualify under Section 162(m) of
the Code, the Committee’s determinations under this Section 4(a) shall
be made not later than 90 days after the Performance Period begins and in no
event after 25% of the Performance Period has elapsed.  The Award Opportunity earnable by each
Participant shall range from 0% to a specified maximum percentage of a
specified target Award Opportunity.  The
Committee shall specify a table, grid, or formula that sets forth the amount of
a Participant’s Award Opportunity that will be earned corresponding to the
level of achievement of a specified Performance Goal.  The foregoing notwithstanding, the per-person
limitation under Section 9(b) of the ESIP shall apply to the portion
of the Award Opportunity that is denominated in cash and the per-person
limitation under Section 3(b) of the ESIP shall apply to the portion
of the Award Opportunity that is 


 


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denominated in
Stock Units in the case of any Award governed by the ESIP.  The ESIP’s per-person limitation shall be
applied taking into account the fact that Performance Periods may overlap.  Accordingly, any Award Opportunity designated
for any new Performance Period under the Program shall be limited such that the
maximum amounts earnable under such Award Opportunity, together with the
maximum amounts earnable under all other previously authorized Performance
Periods which overlap with such new Performance Period, will not exceed the
applicable per-person limitation in effect for the first year of the new
Performance Period.


 


(b)           Additional Participants
and Award Opportunity Designations During a Performance Period.  The provisions of Section 4(a) notwithstanding,
at any time during a Performance Period the Committee may select a new employee
or a newly promoted employee to participate in the Program for that Performance
Period and/or designate, for any such Participant, an Award Opportunity (or
additional Award Opportunity) amount for such Performance Period.  In determining the amount of the Award
Opportunity for such Participant under this Section 4(b), the Committee
may take into account the portion of the Performance Period already elapsed,
the performance achieved during such elapsed portion of the Performance Period,
and such other considerations as the Committee may deem relevant.  The Committee shall have no authority to
grant additional Award Opportunities under this Section 4(b) if and
to the extent that such authority would cause any Award Opportunity granted to
a Covered Employee to not qualify as “performance-based compensation” under Section 162(m) of
the Code.


 


(c)           Determination of Award.  As promptly as practicable after the end of
each Performance Period, the Committee shall determine the extent to which the
Performance Goal for the earning of Award Opportunities was achieved during
such Performance Period and the resulting Award to the Participant for such
Performance Period.  The Committee may
adjust upward or downward the amount of an Award, in its sole discretion, in
light of such considerations as the Committee may deem relevant (but subject to
applicable limitations of the Program, including the maximum Award Opportunity
authorized for each Participant); provided, however, that, with respect to a
Covered Employee, no upward adjustment may be made and adjustments otherwise
shall comply with applicable requirements of Treasury Regulation 1.162-27(e) under
the Code.  In all cases, the Committee’s
determination under this Section 4(c) shall be made between January 1
and March 15 following the end of a Performance Period that ends on the
last day of the Company’s fiscal year, and shall be made within 75 days
following the end of any Performance Period ending at a date other than the last
day of the Company’s fiscal year.


 


(d)           Change in Control.  In the event of a Change in
Control during the Performance Period, each Participant’s Award Opportunity
shall be deemed earned at the target level and settled by delivery of cash and
Shares without further restrictions or vesting requirements, unless otherwise
provided by the Committee at the time the Award Opportunity is designated under
Section 4(a).  If, upon a Change in
Control, an Award Opportunity is deemed earned at any level less than the
maximum level, Participants shall retain the opportunity to earn any unearned
portion of the Award Opportunity based on performance in the remainder of the
Performance Period.  For purposes of this
Section 4(d), settlement shall occur within five business days after the
Change in Control, except that, in the case of any Award that constitutes a
deferral of compensation under Code Section 409A, settlement shall occur
within five business days after (i) the occurrence of a “409A Change in
Control” (as defined in the applicable Plan) occurring at the time of or
following the Change in Control or (ii) upon occurrence of the Change in Control
occurring within 90 days after the 409A Change in Control, but only if the
occurrence of the Change in Control is non-discretionary and objectively
determinable at the time of the 409A Change in Control (in this case, the
Participant shall have no influence on when during such 90-day period the
settlement shall occur).  If a Change in
Control occurs but settlement of an Award that constitutes a deferral of
compensation under Code Section 409A does not occur under the preceding
sentence, such Award shall be settled at the earliest of (i) the earliest
permitted time of settlement that would have applied if the Performance Period continued
to its conclusion in the absence of a Change in Control, (ii) occurrence
of a 409A Change in Control, or (iii) the 


 


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Participant’s
separation from service, subject to the six-month delay rule in Section 17(a)(iii)(B) of
the ESIP and Section 16(a)(iii)(B) of the 2000 Plan.  In the event that any vested Stock Unit that
constitutes a deferral of compensation under Code Section 409A cannot be settled
upon a Change in Control or immediately upon the Participant’s separation from
service after a Change in Control, the Participant shall have the right to
elect to denominate such Stock Units in cash (based on the then Fair Market
Value of Shares) both at the time of the Change in Control and again upon separation
from service following the Change in Control. 
If the Participant elects to denominate such Award in cash, the Company
will adjust the cash payment to reflect the deferred settlement date by
multiplying the cash amount by the product of the six-month CMT Treasury Bill
annualized yield rate as published by the U.S. Treasury for the date on which
the award was denominated in cash (or the most appropriate surrogate for such
rate if such rate is not available) multiplied by a fraction, the numerator of
which is the number of days from and including the date on which the award was
denominated in cash until and including the date of payment of such award to
Executive and the denominator of which is 365, and pay such adjusted amount at
settlement.


 


5.             Vesting of
Awards and Settlement.


 


(a)           Vesting of Award.  Awards with respect to a given Performance
Period shall become vested at such times as the Committee shall determine.  The foregoing notwithstanding, the unvested
portion of any Award shall immediately vest upon a Change in Control or as
otherwise provided under Section 7 in the event of Termination of
Employment in specified circumstances. 
In addition, the Committee may, in its sole discretion, accelerate the
vesting of any unvested portion of an Award. Restricted Stock Units and unvested
deferred cash amounts shall be credited to the “unvested subaccount” under the
Participant’s Account.


 


(b)           Form of Award and
Deferral.  The Committee shall
specify whether cash, deferred cash, Shares, Restricted Stock Units,
non-restricted Stock Units or Restricted Shares will be paid, issued, credited
or granted to the Participant upon the earning of an Award Opportunity.  A Participant will be permitted to elect to
defer settlement of the Award, in the discretion of the Committee; any deferral
election must be made in accordance with Exhibit A to the 1998 ESIP and
any other restrictions imposed by the Senior Vice President – Human Resources.   If Stock Units (Restricted or non-restricted)
or deferred cash are credited to a Participant’s Account, the Participant will
not be permitted to elect to change the form of deferral in a way affecting
Stock Units (i.e., he or she may not switch out of the Stock Units into
deferred cash or vice versa), except as otherwise provided under Section 4(d).


 


(c)           Settlement of Award and
Account.  Any non-deferred,
vested Award shall be paid   by the Company in settlement promptly after
the date of determination by the Committee under Section 4(c), subject to
Sections 4(d) and 7.  For this
purpose, the term “promptly” means, for a Performance Period that ends on the
last day of a fiscal year, by the following April 30, and for a
Performance Period that ends earlier than the last day of a fiscal year, within
75 days after the lapse of the Participant’s substantial risk of forfeiture
with respect to such Award.  With respect
to any unvested and/or deferred amount in the Participant’s Account, deferred
cash will be paid in cash on the first business day after the date it is both
vested and subject to no further deferral, Stock Units will be settled by
issuing and/or delivering to the Participant one Share for each Stock Unit
being settled on the first business day after the date the Stock Units are both
vested and subject to no further deferral, and certificates representing Shares
will be delivered promptly after the date Restricted Shares vest.  Any deferral period will end immediately
prior to a 409A Change in Control, subject to the settlement and related rules under
Section 4(d) (including cash denomination election rules).  The Committee or its delegee may, in its sole
discretion, determine the manner in which whole Shares shall be delivered by
the Company and the manner of settlement of any fractional Share.


 


(d)           Tax Withholding.  The Company shall deduct from any settlement
of a Participant’s Award or other payment to the Participant any Federal,
state, or local withholding or 


 


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other tax or
charge which the Company is then required to deduct under applicable law with
respect to the Award.  In furtherance of
this requirement, the Company shall withhold from the Shares issuable or
deliverable in settlement of a Participant’s Stock Units or upon the vesting of
Restricted Shares the number of Shares having an aggregate Fair Market Value
equal to any Federal, state, and local withholding or other tax or charge which
the Company is required to withhold under applicable law, unless the
Participant has otherwise elected and has made other arrangements satisfactory
to the Company to pay such withholding amounts.


 


(e)           Non-Transferability.  An Award Opportunity and any resulting Award,
including any deferred cash, Stock Unit, Restricted Share, Account or Account
balance, or other right hereunder shall be non-transferable and subject to such
related restrictions as specified in Sections 13 and 17(a)(vii) of the
ESIP and Sections 12 and 16(a)(viii) of the 2000 Plan.


 


6.             Certain
Terms of Accounts and Awards.


 


(a)           Account.  The Company shall maintain a bookkeeping
account for each Participant reflecting the amount of Stock Units, deferred
cash and other amounts then credited to the Participant hereunder.  Restricted Shares will not be deemed to be
credited to such Account, but the Company may provide include on any account
statement information with respect to the Participant’s Restricted Shares under
the Program.  The Account may include
subaccounts or other appropriate designations.


 


(b)           Dividend Equivalents and Dividends.  Dividend Equivalents shall be payable or credited on Stock Units (whether Restricted or non-restricted), and dividends shall be payable on Restricted Shares, if and to the extent specified by the Committee.  Without limiting the authority of the Committee, the Committee may specify that Dividend Equivalents will not be credited to the Participant’s Account and dividends will not be paid on Restricted Shares on regular dividend payment dates, but at such time as Stock Units are to be settled or Restricted Shares vest the Participant shall receive a cash payment, together with the issuance of each Share in settlement of each Stock Unit or the vesting of each Restricted Share, equal to the aggregate amount of regular cash dividends on one Share the record date for which occurred between the beginning of the Performance Period and the date of such settlement or vesting.  No interest will be payable in connection with such dividend equivalents or dividends.  Dividend Equivalents will be deemed to be separate payments from the underlying Stock Units or Restricted Shares for purposes of Code Section 409A.  Determinations as to the form and timing of payment of Dividend Equivalents under this Section 6(b) shall be made at the time of designation of the Award Opportunity, except to the extent otherwise permitted in compliance with Code Section 409A.
 


(c)           Adjustments.  The Committee may adjust the number of Stock
Units credited to Participant’s Account and/or the number of the Participant’s
Restricted Shares in order to prevent dilution or enlargement of Participants’
rights with respect thereto, to reflect any changes in the number of
outstanding Shares or other effect resulting from any event referred to Section 10(a) of
the ESIP or Section 9(a) of the 2000 Plan.  Participants shall have a legal right to
adjustments to Award Opportunities and Awards in the event of an equity
restructuring to the extent provided in Section 10(a) of the ESIP or Section 9(a) of
the 2000 Plan.


 


(d)           Grandfathered Awards.  Any Award that was vested before 2005 and
remains outstanding at the date of amendment and restatement of the Plan on October 21,
2008 shall be subject to the terms of this Plan and interpretations hereunder
as in effect on October 3, 2004, and shall not be materially modified
thereafter.


 


7.             Effect of
Termination of Employment.


 


(a)           Termination Prior to
Completion of Performance Period. 
Except to the extent set forth in subsections (i) and (ii) of
this Section 7(a), upon a Participant’s Termination of Employment prior to
completion of a Performance Period, the Participant’s Award Opportunity 


 


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relating to such
Performance Period shall cease to be earnable and shall be canceled, and the
Participant shall have no further rights or opportunities hereunder:


 


(i)                                     Disability or death.  If Termination of Employment is due to the
Disability or death of the Participant, the Participant or his or her
beneficiary shall be deemed to have earned and shall be entitled to receive an
Award for any Performance Period in which termination occurs equal to the Award
which would have been earned had Participant’s employment not terminated
multiplied by a fraction the numerator of which is the number of calendar days
from the beginning of the Performance Period to the date of Participant’s
Termination of Employment and the denominator of which is the number of
calendar days in the Performance Period. 
Such pro rata Award will be determined at the same time as Awards for
continuing Participants are determined (i.e., normally at the end of the Performance
Period in accordance with Section 4(c)). 
Upon its determination, such pro rata Award shall be fully vested and
shall be settled in cash and Shares (without further vesting required) by March 15th
of the year following completion of the Performance Period (or at any earlier
applicable date under Section 5(c) or 4(d)), except that, if the
Participant is eligible to file and has timely filed an irrevocable election to
defer settlement following a Termination of Employment due to Disability, such
pro rata Award shall be settled in accordance with such deferral election.  The portion of the Participant’s Award
Opportunity not earned will cease to be earnable and will be canceled.  Section 17(g) of the 1998 ESIP and Section 16(g) of
the 2000 Plan shall apply, but the Award shall be deemed to be subject to a
performance-based vesting condition until the determination as to the extent of
earning is made hereunder.


 


(ii)                                  Committee Discretion.  The Committee may determine that the
Participant shall be deemed to have earned all or a portion of an Award
Opportunity for the Performance Period in which termination occurred, either at
the time of termination or following completion of the Performance Period,
except that no such determination may be made if the Company terminated the
Participant for Cause, and in the case of an Award that constitutes a deferral
of compensation under Code Section 409A, the Committee’s determination as
to the deemed earning of the Award shall not result in an acceleration of the
time of settlement of the Award not otherwise permitted under Code Section 409A.


 


(b)           Termination After
Completion of Performance Period. 
Upon a Participant’s Termination of Employment after completion of a
given Performance Period (including a termination prior to the Committee’s
determination of the amount of the Participant’s Award Opportunity earned), the
following provisions shall apply:


 


(i)                                     Vested Portion of Award.  Any vested portion of the Participant’s Award
(regardless of any elective deferral) shall be settled on the 30th
day following Termination of Employment, subject to the six-month delay rule in
Section 17(a)(iii)(B) of the ESIP and Section 16(a)(iii)(B) of
the 2000 Plan (applicable to any Award that constitutes a deferral of
compensation under Code Section 409A), except that, if Termination of
Employment is by the Company for Cause and prior to the Committee’s
determination of the amount of Award Opportunity earned for a given Performance
Period, the Participant’s Award for that Performance Period will be forfeited,
and if Termination of Employment is due to Disability or Retirement and the
Participant is eligible to file and has timely filed an irrevocable election to
defer settlement of his Account following Termination of Employment, such
Account shall be settled in accordance with such deferral election.


 


(ii)                                  Unvested Portion of Award.  Except to the extent set forth in subsections
(A) and (Bi) of this Section 7(b)(ii), any unvested Award, including
any Restricted Stock 


 


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Units and unvested
deferred cash credited to the Participant’s Account and unvested Restricted
Shares, will be forfeited:


 


(A)                              Disability,
death, or Retirement.  If Termination of
Employment is due to the Disability or death of the Participant, or if
Termination of Employment is due to Retirement and the Committee has
specifically approved the vesting upon such Retirement, any Award, including
Restricted Stock Units, deferred cash and Restricted Shares, shall be deemed
vested for purposes of this Section 7(b)(ii). Section 17(g) of
the 1998 ESIP and Section 16(g) of the 2000 Plan shall apply.


 


(B)                                Committee
Discretion.  The provisions of (A) above
notwithstanding, the Committee may determine to accelerate the vesting of all
or any portion of a Participant’s Award, except in the event that the Company
terminated the Participant for Cause.


 


(C)                                409A
Awards.  In the case of an Award that
constitutes a deferral of compensation under Code Section 409A, the lapse
of the substantial risk of forfeiture of the Award under (A) or (B) above
shall not result in an acceleration of the time of settlement of the Award not
otherwise permitted under Code Section 409A.


 


(c)           Other Termination
Provisions.  Any vesting and
settlement of Award Opportunities and Awards provided for in a separate
agreement between the Participant and the Company shall be subject to the rules for
compliance with Code Section 409A set forth in Section 17 of the 1998
ESIP and Section 16 of the 2000 Plan, and to the terms and provisions of
such separate agreement.  Except for
provisions necessary to ensure compliance with Code Section 409A, any
terms and provisions of such a separate agreement (approved by the Board or an
authorized committee of the Board) shall take precedence over inconsistent
terms of this Plan and, with respect to such Participant, shall be deemed to
amend and supercede this Plan.


 


8.             Forfeiture of Awards and Gain Realized Upon Prior Vesting and
Settlement.


 


The greatest
assets of IMS HEALTH 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 a Participant
directly or indirectly engages in any of the “Detrimental Activities” defined
below during his or her employment or after having left employment (to the
extent provided below) by the Company or any of its affiliates (each, an “IMS
HEALTH Company”):


 


Any unvested
Awards (including Restricted Stock Units, cash, and Restricted Shares) shall
automatically be forfeited on the later of the date of the Participant’s  Termination of Employment or the date of his
or her Detrimental Activity, without regard to the provisions of Section 7;
and


 


Any Awards that
vested within one year prior to, or at any time after, the date of the
Participant’s  Detrimental Activity (the “Forfeiture
Period”) but which have not yet been settled shall automatically be forfeited
at the later of the date of his or her Termination of Employment or the date of
his or her Detrimental Activity; and


 


The Participant
shall pay to the Company, in cash, a forfeiture amount  with respect to any Awards that vested and
were settled during the Forfeiture Period equal to the amount of cash paid to
Participant in such settlement plus the fair market value (determined as of the
date of settlement of the Stock Units or date of vesting of Restricted Shares)
of the Shares delivered to the Participant in settlement of his or her Stock
Units or the Restricted Shares 


 


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that became vested
during the Forfeiture Period, such forfeiture amount payable at the later of
the Participant’s Termination of Employment or the date of his or her
Detrimental Activity.


 


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 the Participant is using or disclosing it in the course of his
or her job with such IMS HEALTH Company,


 


during the period beginning
at the start of the Performance Period and ending twelve months after the
Participant leaves employment with any IMS HEALTH Company (the “Prohibitive
Period”), soliciting for anyone other than an IMS HEALTH Company the trade or
business of any entity that was a customer, prospective customer or data
supplier of an IMS HEALTH Company during the period that the Participant worked
for any IMS HEALTH Company,


 


during the Prohibitive
Period, soliciting 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 the
Participant  worked for an IMS HEALTH
Company, or


 


during the Prohibitive
Period, directly or indirectly (including without limitation as an officer,
director, employee, advisor, consultant or investor), (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 his or her employment with any
IMS HEALTH Company, or (ii) otherwise providing Competitive Services.


 


For purposes hereof, “Competitive
Services” means engaging in of the following activities anywhere in the world
in connection with providing information services to the pharmaceutical and
healthcare industry:


 


(a)           creating market research reports or
audits;


 


(b)                                 using
or developing technology similar to that which IMS HEALTH uses to process
pharmaceutical or health care information, including but not limited to
decision support tools, data warehousing applications and data mining
applications;


 


(c)                                  management
of sales forces;


 


(d)                                 measurement
of sales force performance or product performance;


 


(e)                                  creation
of physician profiles for purposes of targeting; or


 


(f)                                    micromarketing
programs based on actual prescribing behavior of physicians and other
prescribers.


 


By
accepting any grant of an Award Opportunity or Award, the Participant shall be
deemed to have consented to a deduction from any amounts the Company or the
Participant’s employer owes to him or her from time to time equal to the
forfeiture amount, to the extent such deduction is permitted by applicable law.


 


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9.             General
Provisions.


 


(a)           Changes to this Program.  The Committee may at any time amend, alter,
suspend, discontinue, or terminate this Program, and such action shall not be
subject to the approval of the Company’s shareholders; provided, however, that
any amendment to the Program beyond the scope of the Committee’s authority
shall be subject to the approval of the Board of Directors; and provided
further, that, without the consent of an affected Participant, no such action
may materially impair the rights of such Participant with respect to an Award
outstanding at the time of the amendment. 
The foregoing notwithstanding, the Committee may, in its discretion,
accelerate the termination of any deferral period and the resulting settlement
of Stock Units or other deferred amounts, with respect to an individual
Participant or all Participants, without the consent of the affected Participants.


 


(b)           Not Annual Bonus for
Purposes of Other Plans. 
Amounts earned or payable under the Program shall not be deemed to be
annual incentive or annual bonus compensation for purposes of any retirement or
supplemental pension plan of the Company, any employment agreement or change in
control agreement between the Company and any Participant, or for purposes of
any other plan, unless the Company shall enter into a written agreement that
specifically identifies this Program by name and specifies that amounts earned
or payable hereunder shall be considered to be annual incentive or annual bonus
compensation.


 


(c)           Unfunded Status of
Participant Rights.  Award
Opportunities, Awards (other than Restricted Shares), Accounts, Stock Units and
other deferred amounts, and related rights of a Participant represent unfunded
deferred compensation obligations of the Company for ERISA and federal income
tax purposes and, with respect thereto, the Participant shall have rights no
greater than those of an unsecured creditor of the Company.


 


(d)           Nonexclusivity of the
Program.  The adoption of this
Program shall not be construed as creating any limitations on the power of the
Board or Committee to adopt such other compensation arrangements as it may deem
desirable for any Participant.


 


(e)           Additional Terms Relating
to Participants in Japan.  The
Shares subject to Awards to Participants in Japan shall consist solely of
treasury shares, that is, the shares of IMS Health Incorporated already issued
and held in the name of IMS Health Incorporated.


 


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