Exhibit
10.1


 


First
Amendment to the

IMS Health Incorporated 

U.S. Executive Retirement Plan


 


The IMS Health Incorporated U.S. Executive Retirement
Plan (the “Plan”) is amended effective April 17, 2001, except as otherwise
provided herein, as follows:


 


1.                                       Section
1.34 of the Plan is deleted.


 


2.                                       Section
1.1 of the Plan is amended to read in its entirety as follows:


 


“1.1                           “Actuarial
Equivalent Value” shall mean a benefit of equivalent value computed on the
basis of the mortality table and interest rate used to calculate accrued
benefits under the Basic Plan.”


 


3.                                       The
first paragraph of Section 1.9 of the Plan is amended to read in its entirety
as follows:


 


“1.9                           “Cause”.
A Member shall not be deemed to have been terminated for “Cause” under this
Plan unless such Member shall have been terminated for “Cause” under the terms
of such Member’s employment agreement or Change in Control Agreement with the
Company, if any.  If no such employment
agreement or Change in Control Agreement containing a definition of “Cause”
shall be in effect, for purposes of this Plan 
“Cause” shall mean a Member’s:”


 


4.                                       The
following new Section 1.10 is added to the Plan and subsequent sections of the
Plan are renumbered accordingly:


 


“1.10                     ‘CEO’
shall mean the Chief Executive Officer of the Company.”


 


5.                                       The
first paragraph of Section 1.11 of the Plan is amended to read in its entirety
as follows:


 


“1.11                     “Change in
Control” If a “Change in Control” shall have occurred or shall be deemed to
have occurred under the terms of a Member’s or Vested Former Member’s Change in
Control Agreement or employment agreement with the Company, if any, then a
“Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Change in Control” shall be
deemed to have occurred if:”


 

















 


6.                                       The
first sentence of Section 1.15 of the Plan is amended to read as follows:


 


“1.15                     “Compensation”
shall mean base salary, annual bonuses, commissions, overtime and shift pay, in
each case prior to reductions for elective contributions under Sections 401(k),
125 and 132(f)(4) of the Code and deferred compensation under any nonqualified
deferred compensation plan.”


 


7.                                       The
first paragraph of section 1.22 of the Plan is amended to read in its entirety
as follows:


 


“1.22                     “Good
Reason” If a Member shall have terminated employment for “Good Reason”
under the terms of such Member’s Change in Control Agreement or employment
agreement with the Company, if any, then such Member shall be deemed to have
terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, without
the Member’s express written consent, the occurrence of any of the following
circumstances unless such circumstances are fully corrected prior to the date
of termination specified in the notice of termination given in respect
thereof:”


 


8.                                       Section
1.22(g) of the Plan is amended to read in its entirety as follows:


 


“(g)                           with
respect to any Member who is a party to an employment agreement or a Change in
Control Agreement, any purported termination of such Member’s employment that
is not effected pursuant to the notice provisions, if any, in such Member’s
employment agreement or Change in Control Agreement.”


 


9.                                       Section
1.23 of the Plan is amended to read in its entirety as follows:


 


“1.23                     “Lump Sum
Election” shall mean an election to receive all or a portion of the
benefits payable hereunder in a lump sum pursuant to Section 3.4 hereof.”


 


10.                                 The
following new Section 1.28 is added to the Plan and subsequent sections are
renumbered accordingly:


 


“1.28                     “Plan
Administrator” shall mean the Company, except that any action authorized to
be taken by the Plan Administrator hereunder may also be taken by any committee
or person(s) duly authorized by the Board or the duly authorized delegees of
such duly authorized committee or person(s).”


 


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11.                                 Section
1.29(b) of the Plan is amended to read in its entirety as follows:


 


“(b)                           any
Person (including the Company), as defined in Section 1.11(a) hereof, publicly
announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control; or”


 


12.                                 Section
1.30 of the Plan is amended to read in its entirety as follows:


 


“1.30                     “Retirement”
shall mean the termination of a Member’s or Vested Former Member’s employment
with the Company or an Affiliated Employer other than by reason of death or
Disability (a) after attaining age 55 and completing one year of Service, or
(b) if Disability Benefits have been paid under the Plan to a Member or Vested
Former Member, the later of the cessation of the payment of such Disability
Benefits or the  Member’s or Vested
Former Member’s attainment of age 55. 
In determining whether age 55 has been attained under clause (a) of this
definition, there shall be included as years of age the number of additional
years credited as “age” for purposes of the Plan to the Member or Vested Former
Member under this Plan, a then-effective employment agreement between the
Company and such person, a then-effective Change in Control Agreement between
the Company and such person, or otherwise as approved in writing by the CEO.”


 


13.                                 Section
1.32 of the Plan is amended to read in its entirety as follows:


 


“1.32                     “Service”
shall mean a Member’s service defined as Vesting Service in the Basic Plan,
which is taken into account for vesting purposes thereunder (including any such
service prior to the date such individual becomes a Member but not including
any such service after participation hereunder terminates), except that (i)
Service will also include that period of time during which the Member is
receiving Disability Benefits under this Plan; (ii) if a Member was employed by
a company acquired by the Company or an Affiliated Employer after the Effective
Date, such Member’s service with that company prior to the date of acquisition
will not constitute Service hereunder unless otherwise approved in writing by
the CEO; (iii) upon commencement of participation hereunder in accordance with
Section 2.1 hereof, the CEO may limit any service otherwise to constitute
Service hereunder with respect to periods prior to the date of participation in
the Plan; and (iv) no service of a Former Member or Vested Former Member during
any period after removal from participation under Section 2.2 shall constitute
Service for purposes of the Plan.  The
foregoing notwithstanding, there shall be included as Service for all purposes
under the Plan the number of additional years (or other additional period)
credited as “service” for purposes of the Plan to the 


 


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Member or Former Member or Vested Former Member under
this Plan,  an employment agreement
between the Company or an Affiliated Employer and such person or a Change in
Control Agreement in effect at the time of such person’s termination of
employment, or otherwise approved in writing by the CEO.”


 


14.                                 Section
2.1 of the Plan is amended to read in its entirety as follows:


 


“2.1                           Commencement
of Participation. Such key executives of the Corporation and its Affiliated
Employers as are designated by the CEO in writing and, in the case of officers
of the Company or its Affiliated Employers, approved by the Compensation and
Benefits Committee of the Board, shall participate in the Plan as of a date
determined by the CEO.”


 


15.                                 Section
2.2 of the Plan is amended to read in its entirety as follows:


 


“2.2                           Termination
of Participation.  A Member’s
participation in the Plan shall terminate upon termination of his or her
employment with the Company or any Affiliated Employer. Prior to termination of
employment, a Member may be removed, upon written notice by the CEO, and, in
the case of officers of the Company or its Affiliated Employers, as approved by
the Compensation and Benefits Committee of the Board, from further participation
in the Plan. As of the date of termination or removal, no further benefits
shall accrue to such individual hereunder.”


 


16.                                 Section
3.3(a) of the Plan is amended to read in its entirety as follows:


 


“(a)                            Except
as provided under Section 3.3(b) or Section 3.3(c), the Retirement Benefit or
Deferred Vested Benefit under this Plan, as the case may be, shall be payable
in monthly installments in the form of a straight life annuity and without
regard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first day
of the calendar month coinciding with or next following (i) the earlier of the
date the Member or Vested Former Member attains age 65 or the date of the
Member’s or Vested Former Member’s Retirement, in the case of Retirement
Benefits or (ii) the later of the date the Member or Vested Former Member
attains age 55 or terminates employment, in the case of Deferred Vested
Benefits, and shall commence to be paid on such date or as soon as
administratively practicable thereafter, with interest as determined by the
Plan Administrator for any delay in payment.”


 


17.                                 Section
3.3(b) of the Plan is amended to read in its entirety as follows:


 


“(b)                           If a
Member or Vested Former Member has made a Lump Sum Election pursuant to
Section 3.4 and such Lump Sum Election becomes effective (i)


 


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prior to the date of such Member’s or Vested Former
Member’s Retirement or termination of employment with the Company or an
Affiliated Employer and (ii) while he or she was still a Member, the Retirement
Benefit, or Deferred Vested Benefit under this Plan, as the case may be, shall
be payable in the form or combination of forms of payment elected pursuant to
such Lump Sum Election under Section 3.4 and without regard to any optional
form of benefits elected under the Basic Plan. 
Any portion of the benefits hereunder payable in a lump sum shall be
paid within 60 days following (i) the earlier of the date the Member or Vested
Former Member attains age 65 or the date of the Member’s or Vested Former
Member’s Retirement, in the case of Retirement Benefits or (ii) the later of
the date the Member or Vested Former Member attains age 55 or terminates
employment, in the case of Deferred Vested Benefits.”


 


18.                                 Section
3.4(a) of the Plan is amended to read in its entirety as follows:


 


“(a)                            A
Member or Vested Former Member may elect to receive all, none, or a specified
portion, as provided in Section 3.4(c), of his or her Retirement Benefit or
Deferred Vested Benefit under the Plan as a lump sum and to receive any balance
of such benefit in the form of an annuity; provided that any such Lump Sum
Election shall be effective for purposes of this Plan only if the conditions of
Section 3.4(b) are satisfied.  Effective
January 1, 2003, a Lump Sum Election made by a Member or Vested Former Member
in accordance with the terms of any plan maintained by the Company described in
Section 201(2) of ERISA shall be effective with respect to this Plan. A Member
or Vested Former Member may elect a payment form different than the payment
form previously elected by him or her under this Section 3.4(a) by filing a
revised election form; provided that any such new election shall be effective
only if the conditions of Section 3.4(b) are satisfied with respect to such new
election.  Any prior Lump Sum Election
made by a Member that has satisfied the conditions of Section 3.4(b) shall
remain effective for purposes of the Plan until such Member has made a new
election satisfying the conditions of Section 3.4(b).  The amount of any portion of a Member’s or a Vested Former
Member’s Retirement Benefit or Deferred Vested Benefit payable as a lump sum
under this Section 3.4 shall equal the present value of such portion of the
benefit, and such present value shall be determined (i) on the assumption that
it is payable in the form of a joint and 50 percent survivor annuity if such
Member or Vested Former Member is married; and (ii) on the basis of (1) a
discount rate equal to 85% of the average of the 15-year non-callable U.S.
Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasury
bond yields are unavailable, such proxy for the same as the Plan Administrator
may reasonably select) as of the close of business on the last business day of
each of the three months immediately preceding the date provided in Section
3.3(a) as of which


 


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monthly installments would otherwise commence, as
modified by Section 3.8(a)(i) if applicable and (2) using the 1983 Group
Annuity Mortality Table.”


 


19.                                 Section
3.4(d) of the Plan is amended to read in its entirety as follows:


 


“(d)                           Effective
January 1, 2003, in the event a Member who has made an Election pursuant to
Section 3.4(a) dies or becomes Disabled while employed by the Company or an
Affiliated Employer and such death or Disability occurs during the 12
calendar-month period immediately following the Election Date, the condition
under Section 3.4(b)(i) shall be deemed satisfied with respect to such Member.”


 


20.                                 Section
3.7(a) of the Plan is amended to read in its entirety as follows:


 


“(a)                            Subject
to Section 3.8 hereof, a Member or Vested Former Member who receives in a lump
sum any portion of his or her Retirement Benefit or Deferred Vested Benefit
pursuant to a Lump Sum Election, shall receive such lump sum portion of such
Retirement Benefit or Deferred Vested Benefit subject to the condition that if
such Member or Vested Former Member engages in any of the acts described in
Section 3.5, then such Member or Vested Former Member shall, within 60 days
after written notice by the Company, repay to the Company the amount described
in Section 3.7(b).”


 


21.                                 Section
3.8(a)(i) of the Plan is amended to read in its entirety as follows:


 


“(i)                               Any
Member, whose employment with the Company or an Affiliated Employer is
involuntarily terminated by the Company or an Affiliated Employer at or within
two years following a Change in Control for a reason other than Cause or whose
employment is voluntarily terminated by the Member with Good Reason at or
within two years following a Change in Control shall be deemed to have
completed three years of Service for purposes of Sections 3.1(a) and 3.2(a)
hereof and shall be credited with three additional years of Service for
purposes of calculating the benefits payable under Sections 3.1(b) or 3.2(b)
hereof, as the case may be. 
Notwithstanding the provisions of Section 3.3 of this Plan to the
contrary, payment of the Actuarial Equivalent Value of such benefits shall be
made in the form provided in Section 3.3 commencing as provided in Section
3.3(a) or (b), as the case may be, provided that with respect to Deferred
Vested Benefits, the commencement of payment shall be determined without regard
to whether the Member has attained age 55 and, provided further, that the
Actuarial Equivalent Value of such benefits shall be determined by crediting
such Member with three additional years of age and on the assumption that
unreduced benefits are payable upon the Member’s attainment of age 55.  Moreover, for purposes of determining


 


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the Actuarial Equivalent Value of such benefits
payable in the form of a lump sum, the interest and mortality factors specified
in Section 3.4(a) shall apply.  In
addition, in the event that a Member’s Service shall have been limited pursuant
to Section 1.30(iii) to disregard Service prior to such Member’s participation
in the Plan, such limitation shall be eliminated in the event of such Member’s
termination of employment at or within two years following a Change in Control
as provided above in this subsection (i).”


 


22.                                 Section
3.8(a)(iii) of the Plan is amended to read in its entirety as follows:


 


“(iii)                         The
provisions of Sections 3.5 through 3.7 shall be of no force or effect with
respect to Members who Retire or terminate employment within a two-year period
following a Change in Control.”


 


23.                                 Section
4.1(b) of the Plan is amended to read in its entirety as follows:


 


“(b)                           Amount.
The Disability Benefit of a Member entitled thereto shall be an annual benefit
payable in monthly installments under this Plan during the same period as
disability benefits are actually paid by the Basic Disability Plan, in an
amount equal to 60% of the Member’s Covered Earnings, offset by the Member’s
(i) Basic Disability Plan Benefit, (ii) Basic Plan Benefit, if the Basic
Disability Plan Benefit is offset by such Basic Plan Benefit, and (iii) Other
Disability Income.”


 


24.                                 Section
5.1 of the Plan is amended to read in its entirety as follows:


 


“5.1                           Death
Prior to Benefit Commencement. Upon the death of a Member or Vested Former
Member, prior to the commencement of his or her Retirement Benefit or Deferred
Vested Benefit hereunder, any such Member shall be deemed to have completed
three years of Service for purposes of Section 3.1(a) and Section 3.2(a) and
his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit
under this Plan equal to 50% of the Retirement or Deferred Vested Benefit that
would have been provided from the Plan had the Member or Vested Member retired
from or terminated employment with the Company or an Affiliated Employer on the
date of death and commenced benefits on the later of the date the Member would
have attained age 55 or the date of the Member’s death.”


 


25.                                 Section
5.3 of the Plan is amended to read in its entirety as follows:


 


“5.3                           Commencement
of Surviving Spouse’s Benefit. 
Except as provided in Section 5.4, the Surviving Spouse’s Benefit
provided under Sections 5.1 or 5.2 will be payable monthly, at the same time as
the Surviving Spouse’s


 


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benefits under the Basic Plan.  Such benefits shall continue until the first
day of the month in which the Surviving Spouse dies.”


 


26.                                 Section
6.2 of the Plan is amended to read in its entirety as follows:


 


“6.2                           Presentation
of Claims. The claims procedures set forth in Sections 6.2 through 6.6
shall be effective January 1, 2003. 
Claims for benefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the
disposition of a claim shall be furnished to the claimant within 90 days after
the claim is filed (or within 180 days if special circumstances require an
extension of time for processing the claim and if notice of such extension and
circumstances is provided to the claimant within the initial 90-day period.)”


 


27.                                 The
following new Section 6.3 is added to the Plan:


 


“6.3                           Claims
Denial Notification.  If a claim is
wholly or partially denied, the Plan Administrator shall furnish to the
claimant a written notice setting forth in a manner calculated to be understood
by the claimant:


 


(a)                                  the
specific reason(s) for denial;


(b)                                 specific
reference(s) to pertinent Plan provisions on which any denial is based;


(c)                                  a
description of any additional material or information necessary for the
claimant to perfect the claim, and an explanation of why such material or
information is necessary;


(d)                                 an
explanation of the Plan’s claims review procedures and the applicable time limits
for such procedures; and


(e)                                  a
statement that the claimant has a right to bring a civil action under Section
502(a) of ERISA following an adverse determination on review.”


 


28.                                 The
following new Section 6.4 is added to the Plan:


 


“6.4                           Claims
Review Procedure.  Upon a denial,
the claimant is entitled (either in person or by his duly authorized
representative) to:


 


(a)                                  request
a subsequent review of the claim by the Plan Administrator upon written
application for review made to the Plan Administrator.  In the case of a denial as to which written
notice of denial has been given to the claimant, any such request for review of
the claim must be made within 60 days after receipt by the claimant of such
notice.  A claimant must submit a
written application for review before the claimant is permitted to bring a
civil action for benefits;


(b)                                 review
pertinent documents relating to the denial; and


 


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(c)                                  submit
written comments, documents, records and other information relating to the
claim.”


 


29.                                 The
following new Section 6.5 is added to the Plan:


 


“6.5                           Timing.  The Plan Administrator shall make its
decision and notify the claimant with respect to a claim not later than 60 days
after receipt of the request.  Such 60-day
period may be extended for another period of 60 days if the Plan Administrator
finds that special circumstances require an extension of time for processing
and notice of the extension and special circumstances is provided to the
claimant within the initial 60-day period.”


 


30.                                 The
following new Section 6.6 is added to the Plan:


 


“6.6                           Final
Decision.  The claim for review
shall be given a full and fair review that takes into account all comments,
documents, records and other information submitted that relates to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.  The Plan
Administrator shall provide the claimant with written or electronic notice of
the decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons
for the decision, specific references to the pertinent Plan provisions on which
the decision is based, a statement that the claimant has a right to bring a
civil action under Section 502(a) of ERISA, and a statement that the claimant
is entitled to receive, upon request and free of charge, reasonable access to
and copies of all documents, records and other information relevant to the
claim.  A document is relevant to the
claim if it was relied upon in making the determination, was submitted,
considered or generated in the course of making the determination or
demonstrates that benefit determinations are made in accordance with the Plan
and that Plan provisions have been applied consistently with respect to
similarly situated claimants.”


 


31.                                 Section
7.1 of the Plan is amended to read in its entirety as follows:


 


“7.1                           Amendment;
Termination. The Board of Directors of the Company, may, in its sole
discretion, terminate, suspend or amend this Plan at any time or from time to
time, in whole or in part; provided, however, that no termination, suspension
or amendment of the Plan may adversely affect (a) a Member’s or Vested Former
Member’s benefit under the Plan to which he or she has become entitled
hereunder, or, (b) a Vested Former Member’s right or the right of a Surviving
Spouse to receive or to continue to receive a benefit in accordance with the
Plan, such benefits or rights as in effect on the date immediately preceding
the date of such termination, suspension or amendment. Notwithstanding the
foregoing, the


 


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Employee Benefits Committee of the Company may amend
the Plan without the approval of the Board of Directors of the Company with respect
to amendments that such Committee determines do not have a significant effect
on the cost of the Plan.”


 


32.                                 Section
7.3 of the Plan is amended to read in its entirety as follows:


 


“7.3                           Payout
in Discretion of the Plan Administrator. Notwithstanding anything herein to
the contrary, at any time following the termination of service of the Member or
Vested Former Member, the Plan Administrator may authorize, under uniform rules
applicable to all Members, Vested Former Members and Surviving Spouses under
the Plan, a lump sum distribution of a Member’s or Vested Former Member’s
Retirement Benefit or Deferred Vested Benefit or a lump sum distribution of a
Surviving Spouse’s Benefit under the Plan, in full satisfaction of all present
and future Plan liability with respect to such Member, Vested Former Member
and/or Surviving Spouse, if the present value of such Retirement Benefit,
Deferred Vested Benefit or Surviving Spouse’s Benefit, determined in accordance
with the provisions of Section 3.4(a) with respect to Retirement Benefits and
Deferred Vested Benefits, and Section 5.4 with respect to Surviving Spouse’s
Benefits, on the assumption that the Member or Vested Former Member made an
Election under Section 3.4, is less than $250,000.  Such lump sum distribution may be made without the consent of the
Member, Vested Former Member or Surviving Spouse.”


 


33.                                 Section
7.5 of the Plan is amended to read in its entirety as follows:


 


“7.5                           Arbitration.
The provisions of this Section 7.5 shall be effective January 1, 2003. Any
dispute or controversy arising under or in connection with the Plan shall be
settled exclusively by arbitration in New York, New York in accordance with the
rules of the American Arbitration Association in effect at the time of such
arbitration. Upon submission of invoices, the Company shall promptly pay or
reimburse all reasonable costs and expenses (including fees and disbursements
of counsel and pension experts) incurred to assert rights under this Plan or in
any proceeding in connection therewith, brought by a Member, Vested Former
Member, Former Member or Surviving Spouse, whether or not such Member, Vested
Former Member, Former Member or Surviving Spouse is ultimately successful in
enforcing such rights or in such proceeding; provided, however, that no
reimbursement shall be owed with respect to expenses relating to any
unsuccessful assertion of rights or proceeding if and to the extent that such
assertion or proceeding was initiated or maintained in bad faith or was
frivolous as determined by the arbitrators or a court having jurisdiction over
the matter, in which case any amounts previously paid by the Company shall be
promptly repaid.”


 


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34.                                 Section
7.6 of the Plan is amended to read in its entirety as follows:


 


“7.6                           No
Alienation.  A Member’s or Vested
Former Member’s right to benefit payments under the Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of such Member or Vested
Former Member or his or her Surviving Spouse.”


 


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