**EXHIBIT10.4**

 

FORM A (ForExecutives with Employment Agreements)

 
| **Notice of Grant and Agreement  and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive  Plan** |                             | **IMS Health Incorporated** |
|-----------------------------------------------------------------------------------------------------------------------|----------------------------------|-----------------------------|
|                                                                                                                  |                             |
|                                                                                                                  |                             |
|                                                                                                                  |  ID: 06-1506026             |
|                                                                                                                  |  1499 Post Road             |
|                                                                                                                  |  Fairfield,  CT  06824 |
|                                                                                                                  |                             |                        |
|                                                                                                                  |                             | **Option  Number:**         |
|                                                                                                                  |                             | **Plan:**                   | **IH98** |
|                                                                                                                  |                             | ** **                  | ** ** |
|                                                                                                                  |                             | **ID:**                     |

 

**THISDOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated(“IMS Health” or the “Company”) hereby grants to you a non-qualified stockoption to purchase               shares (“IMS Health Shares”) of the Company’s common stock at $         per share (your “Option(s)”). This grant is effective as of                                      (the “Date of Grant”).

 

The 1998 IMS HealthIncorporated Employees’ Stock Incentive Plan (the “Plan”) is discretionary innature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is aone-time benefit solely offered to employees and does not create anycontractual or other right to receive a grant of IMS HEALTH stock options orbenefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the solediscretion of IMS HEALTH, including, but not limited to, the timing of anygrant, the number of IMS Health stock options, vesting provisions and theexercise price.

 

Thefuture value of the underlying IMS HEALTH Shares is unknown and cannot bepredicted with certainty.  If theunderlying IMS HEALTH Shares do not increase in value, you will realize novalue from your Option(s).

 

Your Option(s) aresubject to and governed by the terms of the Plan. The provisions of the Planare incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)by reference.  All capitalized terms usedin this Agreement but not defined shall have the meanings set forth in thePlan.  In the event the Plan and thisAgreement are not consistent, the terms of the Plan shall govern, save andexcept that the provisions related to Termination of Employment as set outbelow shall prevail over any inconsistent terms contained in the Plan.   In addition, certain terms of your Optionare specified in your Employment Agreement (the “Employment Agreement”), and theOption is otherwise subject to your Employment Agreement.  In the event of any conflict between thisAgreement and the Employment Agreement, the terms of the Employment Agreementshall control, except as provided under the heading “Exercise of Options”below.

 

Your participation in thePlan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock optionsgenerally and your Option(s) specifically are an extraordinary item ofcompensation outside the scope of your employment contract, if any, and do notconstitute compensation of any kind for services of any kind rendered to theCompany.  As such, neither IMS Healthstock options generally nor your Option(s) specifically are part of normal orexpected compensation for purposes of calculating any termination, severance,resignation, redundancy, end of service payments, bonuses, long service awards,pension or retirement benefits, or similar payments.

 

 

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Vesting and StatedExpiration Date

 

YourOption will vest according to the following schedule if your employmentwith the Company or a Subsidiary continues through the vesting date, and yourOption will have the following stated expiration date:

 
| **Number  of IMS  Heath Shares** | ** ** | **Vest Date** | ** ** | **Stated  Expiration Date** |
|----------------------------------|------------|---------------|------------|-----------------------------|
|                             |       |          |       |                        |

 

provided, however, thatthe Option will vest earlier in full upon your Termination of Employment by theCompany without Cause or by you for Good Reason, as the terms “Cause” and “GoodReason” are defined in your Employment Agreement.  Your Option will expire on the stated expirationdate, subject to earlier forfeiture or expiration as specified in theEmployment Agreement, the Plan and this Agreement.

 

Notwithstanding anythingto the contrary in this Agreement, upon occurrence of a “Change in Control” (assuch term is defined in your Employment Agreement), any unvested portion ofyour Option will become immediately exercisable.

 

Exercise of Options

 

You may exercise yourOption at such time as it has become vested only in accordance with the Plan,your Employment Agreement, and any procedures that the Committee may set forth;provided, however, that, upon your termination of employment by the Companywithout Cause or by you for Good Reason, as the terms “Cause” and “Good Reason”are defined in your Employment Agreement, the Option shall be exercisablethereafter (i), if such termination occurs simultaneously with or within 24months following a Change in Control, until the stated expiration date of theOption, or (ii), if such termination is not simultaneous with or within 24 monthsfollowing a Change in Control, until the earlier of the stated expiration dateof the Option or the third anniversary of the date of such termination ofemployment (whereupon the option will expire). To the extent that the Plan may provide more favorable terminationprovisions than your Employment Agreement, the terms of the Plan shall control,including in the event of termination due to death, disability or Retirement.

 

#### Terminationof Employment

####  

Except asotherwise provided in the Plan or determined in the sole discretion of theCommittee, in connection with any termination of your employment for anyreason, whether such termination is occasioned by you, by the Company or any ofits Subsidiaries with or without cause, or by mutual agreement (“Termination ofEmployment”), the following provisions will apply (subject to the provisionshereof under the caption “Intended Accounting Treatment; Reform of Contract”):

 

(1)                                  From andafter the date that you give or are provided with written notice of Terminationof Employment (the “Notice Date), regardless of any notice period or period ofpay in lieu of such notice required under any applicable statute or the commonlaw (each, the “Notice Period”), you will receive no further grants of IMSHealth stock options under the Plan or any other plan;

(2)                                  ATermination of Employment due to death or disability within the meaning of Section 7(e)of the Plan shall be governed by that Section, and a Termination of Employmentdue to Retirement shall be governed by Section 7(f) of the Plan;

(3)                                  In the caseof any Termination of Employment not governed by (2) above, if there is noNotice Period or, if there is a Notice Period, such Notice Period will includenot more than one month during which you will have ceased to continue toperform your work duties on substantially the same basis as before

 

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the Notice Date, your Termination Datewill be the date on which you cease to be an employee of the Company and itsSubsidiaries;

(4)                                  In the caseof any Termination of Employment not governed by (2) or (3) above, your rightto vest in your Option(s) will terminate effective as of the earlier of(i) the Notice Date or (ii) the date that you are no longer actively employed,which shall be deemed the date of your Termination of Employment for purposesthis Agreement.  For clarity, in suchcase, you will not continue to vest in your Option(s) during the Notice Period,and your right to exercise your Option(s) in connection with such Termination,if any, will be measured from the earlier of (i) the Notice Date or (ii) thedate that you are no longer actively employed; and such period in which you mayexercise the Option(s) in connection with such Termination, if any, will not beextended by the Notice Period.

 

Incase of any Termination of Employment, any portion of the Option(s) not vestedat or before Termination of Employment (or subject to non-forfeiture in thecase of Retirement) pursuant to the foregoing provisions or Section 7 ofthe Plan will be forfeited.

 

You may exercise your Option(s)at such time as they have become exercisable only in accordance with the Planand with any procedures that the Committee may set forth.

 

Youacknowledge and agree that you will have no claim or entitlement (1) tocompensation or damages in consequence of the Termination of Employment withIMS Health or any of its Subsidiaries for any reason whatsoever and whether ornot in breach of contract, insofar as such claim or entitlement arises or mayarise from your ceasing to have any rights under the Plan or this Agreement,(2) to exercise your Option(s) as a result of such Termination of Employmentexcept as expressly provided in this Agreement, or (3) from the loss ordiminution in value of your Option(s); and, upon the grant of your Option(s)and in partial consideration for your participation in the Plan and thisAgreement, you shall be deemed irrevocably to have waived any such claim orentitlement.

 

Your sales of IMS HealthShares acquired upon exercise of your Option(s) will be subject to applicable restrictionsunder the Company’s policies regulating insider trading by employees.

 

Nontransferability ofYour Option(s)

 

Exceptas may be provided otherwise under the Plan, you cannot transfer, give, assign,sell, encumber, or in any way transfer or alienate your Option(s) to anyoneexcept after your death by your will or by applicable inheritance laws, andduring your lifetime your Option(s) shall be exercisable only by you or yourlegal representative.

 

Forfeiture of UnexercisedPortion of Your Option(s) and Certain Gain

 

The greatest assets ofIMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are itsemployees, technology and customers.  Inrecognition of the increased risk of unfairly losing any of these assets to itscompetitors, IMS HEALTH has adopted the following policy:

 

If you directly or indirectly engage inany of the “Detrimental Activities” defined below:

 

(a)                                  anyunexercised portion of your Option shall automatically expire (regardless ofvesting) on the later of the date of your Termination of Employment or the dateIMS HEALTH becomes aware of your Detrimental Activity; and

 

(b)                                 youshall forfeit to the Company the IMS Health Shares acquired upon any exerciseof your Option(s) by you during the one year prior to, or at any time after,the date of the earliest actual occurrence of your Detrimental Activity (the “ForfeiturePeriod”).  Such IMS Health Shares shallbe forfeited by you and payable to the Company at the later of (i) the date ofyour Termination of Employment or (ii) the date of your Detrimental Activity. If you have disposed of Option Shares during the Forfeiture Period, your

 

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obligation to repay IMS Health Shares upon such forfeiture willcontinue (payment of cash or other property is not permitted), so that you willbe required to acquire replacement IMS Health Shares and deliver them to theCompany in settlement of your forfeiture obligation without regard to anysubsequent market price increase or decrease from the date of exercise. TheCompany may, in its discretion, repay to you for each forfeited IMS HealthShare an amount equal to the lesser of (i) the Option Price or (ii) the fairmarket value of the IMS Health Share at the date of forfeiture minus theaggregate “spread” at the time of your exercise of your Option(s) (that “spread”being the exercise date fair market value of a IMS Health Share minus theOption Price).  If you fail to promptlydeliver forfeited IMS Health Shares and if, apart from this Agreement, theCompany is obligated to pay any cash amount to you, the Company, as a setoff,may use such cash to purchase IMS Health Shares in the open market on yourbehalf, which IMS Health Shares will be retained by the Company in settlementof your forfeiture obligation hereunder.

 

Detrimental Activities are defined as:

 

•                  using or disclosing any information that hasbeen treated by an IMS HEALTH Company as confidential or proprietary and is ofcompetitive advantage to such IMS HEALTH Company, unless you are using ordisclosing it in the course of your job with such IMS HEALTH Company;

•                  duringthe period beginning the Date of Grant and ending twelve months after you leaveyour employment with any IMS HEALTH Company (the “Prohibited Period”),soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTHCompany the trade or business of any entity that was a customer (including “near-permanent”customers), prospective customer or data supplier of an IMS HEALTH Company, inorder to sell to such customer or prospective customer, or obtain from such datasupplier, the same, similar or related services IMS HEALTH offers to itscustomers, or such data supplier provided to IMS HEALTH, during the period thatyou worked for any IMS HEALTH Company;

•                  duringthe Prohibited Period, soliciting, inducing, enticing or procuring any employeeof any IMS HEALTH Company to leave his or her employment; or employing orotherwise using the services of any person who is or was an IMS HEALTH Companyemployee during the last twelve months that you worked for an IMS HEALTH Company;or

•                  duringthe Prohibited Period, directly or indirectly (including without limitation asan officer, director, employee, advisor, agent, consultant or investor, otherthan by the ownership of a passive investment interest of not more than 1% in acompany with publicly traded equity securities), (i) seeking or accepting anyemployment or other work with or providing assistance to any person or entitythat offers Competitive Services (as defined below) to any person or entitythat was a customer or potential customer of any IMS HEALTH Company at any timeduring the last two years of your employment with any IMS HEALTH Company, or(ii) otherwise providing Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in the following activities anywhere in the world inrelation to the pharmaceutical and healthcare industries (it being understoodthat the global market in which any of the businesses of IMS is conducted andto which their goodwill extends is not limited to any particular region in theworld and that given the informational nature of such businesses, they may beengaged effectively from any location in the world):

 

•                  providinginformation services for the management of sales forces engaged in the sale ofprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts;

•                  providinginformation services for the measurement of sales force performance or productperformance for prescription or over-the-counter drugs, medical devices, ormedical or surgical products;

•                  creatingor providing physician profiles for purposes of assisting others in thetargeting of promotion or sales activities in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

 

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•                  creatingor providing micromarketing programs based on prescribing behavior or attitudesof physicians or other prescribers in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  creatingor providing market research reports or audits relating to the use, sale,marketing/promotion, distribution or warehousing of any prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  usingor developing technology, methodologies or processes which have functionalityor produce results similar to the technology, methodologies or processesemployed or offered by IMS HEALTH to process pharmaceutical or healthcareinformation, including but not limited to internal processing technology, decisionsupport tools, data warehousing applications and data mining applications;

•                  creatingor providing reference files, classification schemes, master files or othermethods of categorizing, classifying, organizing or identifying products,procedures, medical facilities, pharmacies, warehouses, distributors,prescribers, pharmacists or other entities, activities or persons associatedwith the use, sale, marketing/promotion, distribution or warehousing of anyprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts; or

•                  providingmarket research consulting, sales management consulting, information technologyconsulting or market event management consulting, or any other consultingservices in connection with any of the foregoing activities or otherwiserelating to the use, sale, marketing/promotion, distribution or warehousing ofany prescription or over-the-counter drugs, medical devices, or medical orsurgical products.

 

*By accepting your Option(s), youconsent to a deduction from any amounts the Company or your employer owes youfrom time to time equal to the forfeiture amount, to the extent such deductionis permitted by applicable law.*

 

Governing Law 

 

THEPLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORKAND ANY APPLICABLE FEDERAL LAWS. INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THELAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

 

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN ORTHIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTSLOCATED IN THE STATE OF NEW YORK.  YOUAGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEWYORK AND ANY APPLICABLE FEDERAL LAWS.

 

IntendedAccounting Treatment; Reform of Contract

 

TheCompany intends that your Option(s) shall qualify for fixed accounting underAPB 25, with the compensation measurement date for accounting purposes to occurat the Date of Grant, unless the Committee specifically determinesotherwise.  Therefore, other provisionsof this Agreement notwithstanding, in order to preserve this fundamentalobjective of your Option(s), if any provision of this Agreement or otherwiseapplicable to your Option(s) would result in “variable” accounting or ameasurement date other than the Date of Grant, if the Committee was notspecifically aware of such accounting consequence at the time such provisionbecame effective, such provision shall be modified and reformed to the extentnecessary to preserve the accounting treatment of your Option(s) intended bythe Committee.

 

Acknowledgementsand Acceptance

 

Youvoluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph.  You are not obliged to consent to suchcollection, use,

 

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processingand transfer of personal data.  However,failure to provide the consent may affect your ability to participate in thePlan.  IMS HEALTH, its Subsidiaries andyour employer hold certain personal information about you, including your name,home address and telephone number, date of birth, social insurance number orother employee identification number, salary, nationality, job title, anyshares of stock or directorships held in IMS HEALTH, details of your Option(s)all other IMS Health options or any other rights or entitlements to shares ofstock in your favor, for the purpose of managing and administering the Plan (“Data”).  IMS HEALTH and/or its Subsidiaries willtransfer Data amongst themselves as necessary for the purpose ofimplementation, administration and management of your participation in thePlan, and IMS HEALTH and/or any of its Subsidiaries may each further transferData to any third parties assisting IMS HEALTH in the implementation,administration and management of the Plan. These recipients may be located in the European Economic Area, orelsewhere throughout the world, such as the United States.  You authorize them to receive, possess, use,retain and transfer the Data, in electronic or other form, for the purposes ofimplementing, administering and managing your participation in the Plan,including any requisite transfer of such Data as may be required for theadministration of the Plan and/or the subsequent holding of IMS Health Shareson your behalf to a broker or other third party with whom you may elect todeposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, requireany necessary amendments to it or withdraw the consents herein in writing bycontacting IMS HEALTH; however, withdrawing your consent may affect yourability to participate in the Plan.  Youacknowledge and agree that your consent shall apply to any and all stock optionawards made to you under the Plan or this Agreement, whether now or in thefuture.

 

You do not need to doanything if you want to accept your Option(s) on the terms set out in thisAgreement.  It would however help us ifyou would sign this Agreement in the space indicated below and return a copy tous by mail to:

 

Equity Plans

Shared Business Services

861 Marcon Boulevard

Allentown, Pennsylvania18109

U.S.A.

 

If you do not want to accept your Option(s) on the terms setout in this Agreement, the Plan and all related documents, please notify us ofyour rejection of the Option(s) by writing to the Company at the above address,marking your envelope to the attention of Laura Bartels, no later than                                      .  Your Option(s) will then be cancelled.  If you do not write to us telling us that youdo not want your Option(s) by                                       ,you will be deemed to have accepted your Option(s) and to agree to the termsset out in this Agreement.

 

Copiesof the Plan and such related documents are being provided to you as part ofthis Agreement.

 
| **IMS HEALTH INCORPORATED**           |                       |
|---------------------------------------|----------------------------|
|                                  |                       |
|                                  |                       |   |
| David M. Thomas                       | Employee’s  Signature |
| Chairman and  Chief Executive Officer |                       |
|                                  |                       |
|                                  |                       |   |
|                                  | **Print Name**             |
|                                       |                            |  |  |

 

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FORM B (ForEmployees with Change-in-Control Agreements but not Employment Agreements)

 
| **Notice of Grant and Agreement  and Consent under the 1998 IMS Health Incorporated Employees Stock Incentive  Plan** |                             | **IMS Health Incorporated** |
|-----------------------------------------------------------------------------------------------------------------------|----------------------------------|-----------------------------|
|                                                                                                                  |                             |
|                                                                                                                  |                             |
|                                                                                                                  |  ID: 06-1506026             |
|                                                                                                                  |  1499 Post Road             |
|                                                                                                                  |  Fairfield,  CT  06824 |
|                                                                                                                  |                             |                        |
|                                                                                                                  |                             | **Option  Number:**         |
|                                                                                                                  |                             | **Plan:**                   | **IH98** |
|                                                                                                                  |                             | ** **                  | ** ** |
|                                                                                                                  |                             | **ID:**                     |

 

**THISDOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated (“IMSHealth” or the “Company”) hereby grants to you a non-qualified stock option topurchase                   shares (“IMS Health Shares”) of the Company’s common stock at $                  per share (your “Option(s)”). This grant is effective as of                     (the “Date of Grant”).

 

The 1998 IMS HealthIncorporated Employees’ Stock Incentive Plan (the “Plan”) is discretionary innature and IMS Health may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is aone-time benefit solely offered to employees and does not create anycontractual or other right to receive a grant of IMS HEALTH stock options orbenefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the solediscretion of IMS HEALTH, including, but not limited to, the timing of anygrant, the number of IMS Health stock options, vesting provisions and theexercise price.

 

Thefuture value of the underlying IMS HEALTH Shares is unknown and cannot bepredicted with certainty.  If theunderlying IMS HEALTH Shares do not increase in value, you will realize novalue from your Option(s).

 

Your Option(s) aresubject to and governed by the terms of the Plan. The provisions of the Planare incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)by reference.  All capitalized terms usedin this Agreement but not defined shall have the meanings set forth in thePlan.  In the event the Plan and thisAgreement are not consistent, the terms of the Plan shall govern, save andexcept that the provisions related to Termination of Employment as set outbelow shall prevail over any inconsistent terms contained in the Plan.

 

Your participation in thePlan and your execution of this Agreement is voluntary.  The value of IMSHEALTH stock options generally and your Option(s) specifically are anextraordinary item of compensation outside the scope of your employmentcontract, if any, and do not constitute compensation of any kind for servicesof any kind rendered to the Company.  Assuch, neither IMS Health stock options generally nor your Option(s)specifically are part of normal or expected compensation for purposes ofcalculating any termination, severance, resignation, redundancy, end of servicepayments, bonuses, long service awards, pension or retirement benefits, orsimilar payments.

 

Vesting and StatedExpiration Date

 

Your Option(s) will vestaccording to the following schedule if your employment with the Company ora Subsidiary continues through the vesting date, and your Option(s) will havethe indicated stated expiration date, except as otherwise provided in the Planand this Agreement:

 

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| **Number  Of IMS  Heath Shares** | ** ** | **Vest Date** | ** ** | **Stated  Expiration Date** |
|----------------------------------|------------|---------------|------------|-----------------------------|
|                             |       |          |       |                        |

 

Your Option(s) shallexpire on the stated expiration date, subject to earlier forfeiture orexpiration as specified in the Plan and this Agreement upon Termination ofEmployment with the Company and its Subsidiaries as described below and inother circumstances specified therein and herein.

 

Notwithstanding anythingto the contrary in this Agreement, upon occurrence of a “Change in Control” (assuch term is defined in the change-in-control agreement entered into by theParticipant and the Company), then all unvested options will become immediatelyexercisable.

 

#### Terminationof Employment

 

Except asotherwise provided in the Plan or determined in the sole discretion of theCommittee, in connection with any termination of your employment for anyreason, whether such termination is occasioned by you, by the Company or any ofits Subsidiaries with or without cause, or by mutual agreement (“Termination ofEmployment”), the following provisions will apply (subject to the provisionshereof under the caption “Intended Accounting Treatment; Reform of Contract”):

 

(1)                                  From andafter the date that you give or are provided with written notice of Terminationof Employment (the “Notice Date), regardless of any notice period or period ofpay in lieu of such notice required under any applicable statute or the commonlaw (each, the “Notice Period”), you will receive no further grants of IMSHealth stock options under the Plan or any other plan;

(2)                                  ATermination of Employment due to death or disability within the meaning of Section 7(e)of the Plan shall be governed by that Section, and a Termination of Employmentdue to Retirement shall be governed by Section 7(f) of the Plan;

(3)                                  In the caseof any Termination of Employment not governed by (2) above, if there is noNotice Period or, if there is a Notice Period, such Notice Period will includenot more than one month during which you will have ceased to continue toperform your work duties on substantially the same basis as before the NoticeDate, your Termination Date will be the date on which you cease to be anemployee of the Company and its Subsidiaries;

(4)                                  In the caseof any Termination of Employment not governed by (2) or (3) above, your rightto vest in your Option(s) will terminate effective as of the earlier of(i) the Notice Date or (ii) the date that you are no longer actively employed,which shall be deemed the date of your Termination of Employment for purposesthis Agreement.  For clarity, in suchcase, you will not continue to vest in your Option(s) during the Notice Period,and your right to exercise your Option(s) in connection with such Termination,if any, will be measured from the earlier of (i) the Notice Date or (ii) thedate that you are no longer actively employed; and such period in which you mayexercise the Option(s) in connection with such Termination, if any, will not beextended by the Notice Period.

 

Incase of any Termination of Employment, any portion of the Option(s) not vestedat or before Termination of Employment (or subject to non-forfeiture in the caseof Retirement) pursuant to the foregoing provisions or Section 7 of thePlan will be forfeited.

 

You may exercise yourOption(s) at such time as they have become exercisable only in accordance withthe Plan and with any procedures that the Committee may set forth.

 

Youacknowledge and agree that you will have no claim or entitlement (1) tocompensation or damages in consequence of the Termination of Employment withIMS Health or any of its Subsidiaries for any reason whatsoever and whether ornot in breach of contract, insofar as such claim or

 

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entitlementarises or may arise from your ceasing to have any rights under the Plan or thisAgreement, (2) to exercise your Option(s) as a result of such Termination ofEmployment except as expressly provided in this Agreement, or (3) from the lossor diminution in value of your Option(s); and, upon the grant of your Option(s)and in partial consideration for your participation in the Plan and thisAgreement, you shall be deemed irrevocably to have waived any such claim orentitlement.

 

Your sales of IMS HealthShares acquired upon exercise of your Option(s) will be subject to applicablerestrictions under the Company’s policies regulating insider trading byemployees.

 

Nontransferability ofYour Option(s)

 

Exceptas may be provided otherwise under the Plan, you cannot transfer, give, assign,sell, encumber, or in any way transfer or alienate your Option(s) to anyoneexcept after your death by your will or by applicable inheritance laws, andduring your lifetime your Option(s) shall be exercisable only by you or yourlegal representative.

 

Forfeiture of UnexercisedPortion of Your Option(s) and Certain Gain

 

The greatest assets ofIMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are itsemployees, technology and customers.  Inrecognition of the increased risk of unfairly losing any of these assets to itscompetitors, IMS HEALTH has adopted the following policy:

 

If you directly or indirectly engage inany of the “Detrimental Activities” defined below:

 

(a)                                  anyunexercised portion of your Option(s) shall automatically expire (regardless ofvesting) on the later of (i) the date of your Termination of Employment or  (ii) the date of your Detrimental Activity;and

 

(b)                                 youshall forfeit to the Company the IMS Health Shares acquired upon any exerciseof your Option(s) by you during the one year prior to, or at any time after,the date of the earliest actual occurrence of your Detrimental Activity (the “ForfeiturePeriod”).  Such IMS Health Shares shallbe forfeited by you and payable to the Company at the later of (i) the date ofyour Termination of Employment or (ii) the date of your Detrimental Activity. If you have disposed of Option Shares during the Forfeiture Period, yourobligation to repay IMS Health Shares upon such forfeiture will continue(payment of cash or other property is not permitted), so that you will berequired to acquire replacement IMS Health Shares and deliver them to theCompany in settlement of your forfeiture obligation without regard to anysubsequent market price increase or decrease from the date of exercise. TheCompany may, in its discretion, repay to you for each forfeited IMS HealthShare an amount equal to the lesser of (i) the Option Price or (ii) the fairmarket value of the IMS Health Share at the date of forfeiture minus theaggregate “spread” at the time of your exercise of your Option(s) (that “spread”being the exercise date fair market value of a IMS Health Share minus theOption Price).  If you fail to promptlydeliver forfeited IMS Health Shares and if, apart from this Agreement, theCompany is obligated to pay any cash amount to you, the Company, as a setoff,may use such cash to purchase IMS Health Shares in the open market on yourbehalf, which IMS Health Shares will be retained by the Company in settlementof your forfeiture obligation hereunder.

 

Detrimental Activities are defined as:

 

•                  using or disclosing any information that hasbeen treated by an IMS HEALTH Company as confidential or proprietary and is ofcompetitive advantage to such IMS HEALTH Company, unless you are using ordisclosing it in the course of your job with such IMS HEALTH Company;

•                  duringthe period beginning the Date of Grant and ending twelve months after you leaveyour

 

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employment with any IMSHEALTH Company (the “Prohibited Period”), soliciting, inducing, enticing orprocuring for anyone other than an IMS HEALTH Company the trade or business ofany entity that was a customer (including “near-permanent” customers),prospective customer or data supplier of an IMS HEALTH Company, in order tosell to such customer or prospective customer, or obtain from such datasupplier, the same, similar or related services IMS HEALTH offers to itscustomers, or such data supplier provided to IMS HEALTH, during the period thatyou worked for any IMS HEALTH Company;

•                  duringthe Prohibited Period, soliciting, inducing, enticing or procuring any employeeof any IMS HEALTH Company to leave his or her employment; or employing orotherwise using the services of any person who is or was an IMS HEALTH Companyemployee during the last twelve months that you worked for an IMS HEALTHCompany; or

•                  duringthe Prohibited Period, directly or indirectly (including without limitation asan officer, director, employee, advisor, agent, consultant or investor, otherthan by the ownership of a passive investment interest of not more than 1% in acompany with publicly traded equity securities), (i) seeking or accepting anyemployment or other work with or providing assistance to any person or entitythat offers Competitive Services (as defined below) to any person or entitythat was a customer or potential customer of any IMS HEALTH Company at any timeduring the last two years of your employment with any IMS HEALTH Company, or (ii)otherwise providing Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in the following activities anywhere in the world inrelation to the pharmaceutical and healthcare industries (it being understoodthat the global market in which any of the businesses of IMS is conducted andto which their goodwill extends is not limited to any particular region in theworld and that given the informational nature of such businesses, they may beengaged effectively from any location in the world):

 

•                  providinginformation services for the management of sales forces engaged in the sale ofprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts;

•                  providinginformation services for the measurement of sales force performance or productperformance for prescription or over-the-counter drugs, medical devices, ormedical or surgical products;

•                  creatingor providing physician profiles for purposes of assisting others in thetargeting of promotion or sales activities in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  creatingor providing micromarketing programs based on prescribing behavior or attitudesof physicians or other prescribers in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  creatingor providing market research reports or audits relating to the use, sale,marketing/promotion, distribution or warehousing of any prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  usingor developing technology, methodologies or processes which have functionalityor produce results similar to the technology, methodologies or processesemployed or offered by IMS HEALTH to process pharmaceutical or healthcareinformation, including but not limited to internal processing technology,decision support tools, data warehousing applications and data miningapplications;

•                  creatingor providing reference files, classification schemes, master files or othermethods of categorizing, classifying, organizing or identifying products,procedures, medical facilities, pharmacies, warehouses, distributors,prescribers, pharmacists or other entities, activities or persons associatedwith the use, sale, marketing/promotion, distribution or warehousing of anyprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts; or

•                  providingmarket research consulting, sales management consulting, information technologyconsulting or market event management consulting, or any other consultingservices in connection with any of the foregoing activities or otherwiserelating to the use, sale, marketing/promotion, distribution or warehousing ofany prescription or over-the-counter

 

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drugs, medical devices,or medical or surgical products.

 

*By accepting your Option(s), youconsent to a deduction from any amounts the Company or your employer owes youfrom time to time equal to the forfeiture amount, to the extent such deductionis permitted by applicable law.*

 

Governing Law 

 

THEPLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORKAND ANY APPLICABLE FEDERAL LAWS. INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THELAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

 

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN ORTHIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTSLOCATED IN THE STATE OF NEW YORK.  YOUAGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEWYORK AND ANY APPLICABLE FEDERAL LAWS.

 

IntendedAccounting Treatment; Reform of Contract

 

TheCompany intends that your Option(s) shall qualify for fixed accounting underAPB 25, with the compensation measurement date for accounting purposes to occurat the Date of Grant, unless the Committee specifically determinesotherwise.  Therefore, other provisionsof this Agreement notwithstanding, in order to preserve this fundamentalobjective of your Option(s), if any provision of this Agreement or otherwiseapplicable to your Option(s) would result in “variable” accounting or ameasurement date other than the Date of Grant, if the Committee was notspecifically aware of such accounting consequence at the time such provisionbecame effective, such provision shall be modified and reformed to the extent necessaryto preserve the accounting treatment of your Option(s) intended by theCommittee.

 

Acknowledgementsand Acceptance

 

Youvoluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph.  You are not obliged to consent to suchcollection, use, processing and transfer of personal data.  However, failure to provide the consent mayaffect your ability to participate in the Plan. IMS HEALTH, its Subsidiaries and your employer hold certain personalinformation about you, including your name, home address and telephone number,date of birth, social insurance number or other employee identification number,salary, nationality, job title, any shares of stock or directorships held inIMS HEALTH, details of your Option(s) all other IMS Health options or any otherrights or entitlements to shares of stock in your favor, for the purpose ofmanaging and administering the Plan (“Data”). IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselvesas necessary for the purpose of implementation, administration and managementof your participation in the Plan, and IMS HEALTH and/or any of itsSubsidiaries may each further transfer Data to any third parties assisting IMSHEALTH in the implementation, administration and management of the Plan.  These recipients may be located in theEuropean Economic Area, or elsewhere throughout the world, such as the UnitedStates.  You authorize them to receive,possess, use, retain and transfer the Data, in electronic or other form, forthe purposes of implementing, administering and managing your participation inthe Plan, including any requisite transfer of such Data as may be required forthe administration of the Plan and/or the subsequent holding of IMS HealthShares on your behalf to a broker or other third party with whom you may electto deposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, requireany necessary amendments to it or withdraw the consents herein in writing bycontacting IMS HEALTH; however, withdrawing your consent may affect yourability to participate in the Plan.  Youacknowledge and agree that your consent shall apply to any and all stock optionawards made to you under the Plan or this Agreement, whether now or in thefuture.

 

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You do not need to doanything if you want to accept your Option(s) on the terms set out in thisAgreement.  It would however help us ifyou would sign this Agreement in the space indicated below and return a copy tous by mail to:

 

Equity Plans

Shared Business Services

861 Marcon Boulevard

Allentown, Pennsylvania18109

U.S.A.

 

If you do not want to accept your Option(s) on the terms setout in this Agreement, the Plan and all related documents, please notify us ofyour rejection of the Option(s) by writing to the Company at the above address,marking your envelope to the attention of Laura Bartels, no later than                                .  Your Option(s) will then be cancelled.  If you do not write to us telling us that youdo not want your Option(s) by                                 ,you will be deemed to have accepted your Option(s) and to agree to the termsset out in this Agreement.

 

Copiesof the Plan and such related documents are being provided to you as part ofthis Agreement.

 
| **IMS HEALTH INCORPORATED**           |                       |
|---------------------------------------|----------------------------|
|                                  |                       |
|                                  |                       |   |
| David M. Thomas                       | Employee’s  Signature |
| Chairman and  Chief Executive Officer |                       |
|                                  |                       |
|                                  |                       |   |
|                                  | **Print Name**             |

 

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FORM C (For AllOther Participating Employees)

 
| **Notice of Grant and Agreement  and Consent under the [1998 IMS Health Incorporated Employees Stock Incentive  Plan/IMS Health Incorporated 2000 Stock Incentive Plan]** |                             | **IMS Health Incorporated** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------|-----------------------------|
|                                                                                                                                                                      |                             |
|                                                                                                                                                                      |                             |
|                                                                                                                                                                      |  ID: 06-1506026             |
|                                                                                                                                                                      |  1499 Post Road             |
|                                                                                                                                                                      |  Fairfield,  CT  06824 |
|                                                                                                                                                                      |                             |                        |
|                                                                                                                                                                      |                             | **Option  Number:**         |
|                                                                                                                                                                      |                             | **Plan:**                   | **[IH98/BA00]** |
|                                                                                                                                                                      |                             | **ID:**                     |

 

**THISDOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEENREGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated (“IMSHealth” or the “Company”) hereby grants to you a non-qualified stock option topurchase                   shares (“IMS Health Shares”) of the Company’s common stock at $                per share (your “Option(s)”). This grant is effective as of                       (the “Date of Grant”).

 

The [1998 IMS HealthIncorporated Employees’ Stock Incentive Plan/IMS Health Incorporated 2000 StockIncentive Plan] (the “Plan”) is discretionary in nature and IMS Health mayamend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH stock options is aone-time benefit solely offered to employees and does not create anycontractual or other right to receive a grant of IMS HEALTH stock options orbenefits in lieu of IMS HEALTH stock options in the future.  Future grants, if any, will be at the sole discretionof IMS HEALTH, including, but not limited to, the timing of any grant, thenumber of IMS Health stock options, vesting provisions and the exercise price.

 

Thefuture value of the underlying IMS HEALTH Shares is unknown and cannot bepredicted with certainty.  If theunderlying IMS HEALTH Shares do not increase in value, you will realize novalue from your Option(s).

 

Your Option(s) aresubject to and governed by the terms of the Plan. The provisions of the Planare incorporated into this Notice of Grant and Agreement and Consent (“Agreement”)by reference.  All capitalized terms usedin this Agreement but not defined shall have the meanings set forth in thePlan.  In the event the Plan and thisAgreement are not consistent, the terms of the Plan shall govern, save andexcept that the provisions related to Termination of Employment as set outbelow shall prevail over any inconsistent terms contained in the Plan.

 

Your participation in thePlan and your execution of this Agreement is voluntary.  The value of IMSHEALTH stock options generally and your Option(s) specifically are anextraordinary item of compensation outside the scope of your employmentcontract, if any, and do not constitute compensation of any kind for servicesof any kind rendered to the Company.  Assuch, neither IMS Health stock options generally nor your Option(s)specifically are part of normal or expected compensation for purposes ofcalculating any termination, severance, resignation, redundancy, end of servicepayments, bonuses, long service awards, pension or retirement benefits, orsimilar payments.

 

Vesting and StatedExpiration Date

 

Your Option(s) will vestaccording to the following schedule if your employment with the Company or

 

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a Subsidiary continuesthrough the vesting date, and your Option(s) will have the indicated statedexpiration date, except as otherwise provided in the Plan and this Agreement:

 
| **Number  Of IMS  Heath Shares** | ** ** | **Vest Date** | ** ** | **Stated  Expiration Date** |
|----------------------------------|------------|---------------|------------|-----------------------------|
|                             |       |          |       |                        |

 

Your Option(s) shallexpire on the stated expiration date, subject to earlier forfeiture orexpiration as specified in the Plan and this Agreement upon Termination ofEmployment with the Company and its Subsidiaries as described below and inother circumstances specified therein and herein.

 

#### Terminationof Employment

 

Except asotherwise provided in the Plan or determined in the sole discretion of theCommittee, in connection with any termination of your employment for anyreason, whether such termination is occasioned by you, by the Company or any ofits Subsidiaries with or without cause, or by mutual agreement (“Termination ofEmployment”), the following provisions will apply (subject to the provisionshereof under the caption “Intended Accounting Treatment; Reform of Contract”):

 

(1)                                  From andafter the date that you give or are provided with written notice of Terminationof Employment (the “Notice Date), regardless of any notice period or period ofpay in lieu of such notice required under any applicable statute or the commonlaw (each, the “Notice Period”), you will receive no further grants of IMSHealth stock options under the Plan or any other plan;

(2)                                  ATermination of Employment due to death or disability within the meaning of Section 7(e)of the Plan shall be governed by that Section, and a Termination of Employmentdue to Retirement shall be governed by Section 7(f) of the Plan;

(3)                                  In the caseof any Termination of Employment not governed by (2) above, if there is noNotice Period or, if there is a Notice Period, such Notice Period will includenot more than one month during which you will have ceased to continue toperform your work duties on substantially the same basis as before the NoticeDate, your Termination Date will be the date on which you cease to be anemployee of the Company and its Subsidiaries;

(4)                                  In the caseof any Termination of Employment not governed by (2) or (3) above, your rightto vest in your Option(s) will terminate effective as of the earlier of(i) the Notice Date or (ii) the date that you are no longer actively employed,which shall be deemed the date of your Termination of Employment for purposesthis Agreement.  For clarity, in suchcase, you will not continue to vest in your Option(s) during the Notice Period,and your right to exercise your Option(s) in connection with such Termination,if any, will be measured from the earlier of (i) the Notice Date or (ii) thedate that you are no longer actively employed; and such period in which you mayexercise the Option(s) in connection with such Termination, if any, will not beextended by the Notice Period.

 

Incase of any Termination of Employment, any portion of the Option(s) not vestedat or before Termination of Employment (or subject to non-forfeiture in thecase of Retirement) pursuant to the foregoing provisions or Section 7 ofthe Plan will be forfeited.

 

You may exercise yourOption(s) at such time as they have become exercisable only in accordance withthe Plan and with any procedures that the Committee may set forth.

 

Youacknowledge and agree that you will have no claim or entitlement (1) tocompensation or damages in consequence of the Termination of Employment withIMS Health or any of its Subsidiaries for any reason whatsoever and whether ornot in breach of contract, insofar as such claim or entitlement arises or mayarise from your ceasing to have any rights under the Plan or this Agreement,(2) to exercise your Option(s) as a result of such Termination of Employmentexcept as

 

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expresslyprovided in this Agreement, or (3) from the loss or diminution in value of yourOption(s); and, upon the grant of your Option(s) and in partial considerationfor your participation in the Plan and this Agreement, you shall be deemedirrevocably to have waived any such claim or entitlement.

 

Your sales of IMS HealthShares acquired upon exercise of your Option(s) will be subject to applicablerestrictions under the Company’s policies regulating insider trading byemployees.

 

Nontransferability ofYour Option(s)

 

Exceptas may be provided otherwise under the Plan, you cannot transfer, give, assign,sell, encumber, or in any way transfer or alienate your Option(s) to anyoneexcept after your death by your will or by applicable inheritance laws, andduring your lifetime your Option(s) shall be exercisable only by you or yourlegal representative.

 

Forfeiture of UnexercisedPortion of Your Option(s) and Certain Gain

 

The greatest assets ofIMS HEALTH and its affiliates (each, an “IMS HEALTH Company”) are itsemployees, technology and customers.  Inrecognition of the increased risk of unfairly losing any of these assets to itscompetitors, IMS HEALTH has adopted the following policy:

 

If you directly or indirectly engage inany of the “Detrimental Activities” defined below:

 

(a)                                  anyunexercised portion of your Option(s) shall automatically expire (regardless ofvesting) on the later of (i) the date of your Termination of Employment or  (ii) the date of your Detrimental Activity;and

 

(b)                                 [youshall forfeit to the Company the IMS Health Shares acquired upon any exerciseof your Option(s) by you during the one year prior to, or at any time after,the date of the earliest actual occurrence of your Detrimental Activity (the “ForfeiturePeriod”).  Such IMS Health Shares shallbe forfeited by you and payable to the Company at the later of (i) the date ofyour Termination of Employment or (ii) the date of your Detrimental Activity. If you have disposed of Option Shares during the Forfeiture Period, yourobligation to repay IMS Health Shares upon such forfeiture will continue(payment of cash or other property is not permitted), so that you will berequired to acquire replacement IMS Health Shares and deliver them to theCompany in settlement of your forfeiture obligation without regard to anysubsequent market price increase or decrease from the date of exercise. TheCompany may, in its discretion, repay to you for each forfeited IMS HealthShare an amount equal to the lesser of (i) the Option Price or (ii) the fairmarket value of the IMS Health Share at the date of forfeiture minus theaggregate “spread” at the time of your exercise of your Option(s) (that “spread”being the exercise date fair market value of a IMS Health Share minus theOption Price).  If you fail to promptlydeliver forfeited IMS Health Shares and if, apart from this Agreement, theCompany is obligated to pay any cash amount to you, the Company, as a setoff,may use such cash to purchase IMS Health Shares in the open market on yourbehalf, which IMS Health Shares will be retained by the Company in settlementof your forfeiture obligation hereunder.]*

 

Detrimental Activities are defined as:

 

•                  using or disclosing any information that hasbeen treated by an IMS HEALTH Company as confidential or proprietary and is ofcompetitive advantage to such IMS HEALTH Company, unless you are using ordisclosing it in the course of your job with such IMS HEALTH Company;

•                  duringthe period beginning the Date of Grant and ending twelve months after you leaveyour employment with any IMS HEALTH Company (the “Prohibited Period”),soliciting, inducing, enticing or procuring for anyone other than an IMS HEALTHCompany the trade or business of

 

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any entity that was acustomer (including “near-permanent” customers), prospective customer or datasupplier of an IMS HEALTH Company, in order to sell to such customer orprospective customer, or obtain from such data supplier, the same, similar orrelated services IMS HEALTH offers to its customers, or such data supplierprovided to IMS HEALTH, during the period that you worked for any IMS HEALTHCompany;

•                  duringthe Prohibited Period, soliciting, inducing, enticing or procuring any employeeof any IMS HEALTH Company to leave his or her employment; or employing orotherwise using the services of any person who is or was an IMS HEALTH Companyemployee during the last twelve months that you worked for an IMS HEALTHCompany; or

•                  duringthe Prohibited Period, directly or indirectly (including without limitation asan officer, director, employee, advisor, agent, consultant or investor, otherthan by the ownership of a passive investment interest of not more than 1% in acompany with publicly traded equity securities), (i) seeking or accepting anyemployment or other work with or providing assistance to any person or entitythat offers Competitive Services (as defined below) to any person or entity thatwas a customer or potential customer of any IMS HEALTH Company at any timeduring the last two years of your employment with any IMS HEALTH Company, or(ii) otherwise providing Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in the following activities anywhere in the world inrelation to the pharmaceutical and healthcare industries (it being understoodthat the global market in which any of the businesses of IMS is conducted andto which their goodwill extends is not limited to any particular region in theworld and that given the informational nature of such businesses, they may beengaged effectively from any location in the world):

 

•                  providinginformation services for the management of sales forces engaged in the sale ofprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts;

•                  providinginformation services for the measurement of sales force performance or productperformance for prescription or over-the-counter drugs, medical devices, ormedical or surgical products;

•                  creatingor providing physician profiles for purposes of assisting others in thetargeting of promotion or sales activities in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  creatingor providing micromarketing programs based on prescribing behavior or attitudesof physicians or other prescribers in relation to prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  creatingor providing market research reports or audits relating to the use, sale,marketing/promotion, distribution or warehousing of any prescription orover-the-counter drugs, medical devices, or medical or surgical products;

•                  usingor developing technology, methodologies or processes which have functionalityor produce results similar to the technology, methodologies or processesemployed or offered by IMS HEALTH to process pharmaceutical or healthcareinformation, including but not limited to internal processing technology,decision support tools, data warehousing applications and data miningapplications;

•                  creatingor providing reference files, classification schemes, master files or othermethods of categorizing, classifying, organizing or identifying products,procedures, medical facilities, pharmacies, warehouses, distributors,prescribers, pharmacists or other entities, activities or persons associatedwith the use, sale, marketing/promotion, distribution or warehousing of anyprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts; or

•                  providingmarket research consulting, sales management consulting, information technologyconsulting or market event management consulting, or any other consultingservices in connection with any of the foregoing activities or otherwiserelating to the use, sale, marketing/promotion, distribution or warehousing ofany prescription or over-the-counter drugs, medical devices, or medical orsurgical products.

 

----

 

*[By accepting your Option(s), youconsent to a deduction from any amounts the Company or your employer owes youfrom time to time equal to the forfeiture amount, to the extent such deductionis permitted by applicable law.]**

 

Governing Law 

 

THEPLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORKAND ANY APPLICABLE FEDERAL LAWS. INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THELAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

 

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN OR THISAGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS LOCATEDIN THE STATE OF NEW YORK.  YOU AGREE TOSUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEWYORK AND ANY APPLICABLE FEDERAL LAWS.

 

IntendedAccounting Treatment; Reform of Contract

 

TheCompany intends that your Option(s) shall qualify for fixed accounting underAPB 25, with the compensation measurement date for accounting purposes to occurat the Date of Grant, unless the Committee specifically determinesotherwise.  Therefore, other provisionsof this Agreement notwithstanding, in order to preserve this fundamentalobjective of your Option(s), if any provision of this Agreement or otherwiseapplicable to your Option(s) would result in “variable” accounting or ameasurement date other than the Date of Grant, if the Committee was notspecifically aware of such accounting consequence at the time such provisionbecame effective, such provision shall be modified and reformed to the extentnecessary to preserve the accounting treatment of your Option(s) intended bythe Committee.

 

Acknowledgementsand Acceptance

 

Youvoluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph.  You are not obliged to consent to suchcollection, use, processing and transfer of personal data.  However, failure to provide the consent mayaffect your ability to participate in the Plan. IMS HEALTH, its Subsidiaries and your employer hold certain personalinformation about you, including your name, home address and telephone number,date of birth, social insurance number or other employee identification number,salary, nationality, job title, any shares of stock or directorships held inIMS HEALTH, details of your Option(s) all other IMS Health options or any otherrights or entitlements to shares of stock in your favor, for the purpose ofmanaging and administering the Plan (“Data”). IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselvesas necessary for the purpose of implementation, administration and managementof your participation in the Plan, and IMS HEALTH and/or any of itsSubsidiaries may each further transfer Data to any third parties assisting IMSHEALTH in the implementation, administration and management of the Plan.  These recipients may be located in the EuropeanEconomic Area, or elsewhere throughout the world, such as the UnitedStates.  You authorize them to receive,possess, use, retain and transfer the Data, in electronic or other form, forthe purposes of implementing, administering and managing your participation inthe Plan, including any requisite transfer of such Data as may be required forthe administration of the Plan and/or the subsequent holding of IMS HealthShares on your behalf to a broker or other third party with whom you may electto deposit any IMS Health Shares acquired pursuant to the Plan.  You may, at any time, review Data, requireany necessary amendments to it or withdraw the consents herein in writing bycontacting IMS HEALTH; however, withdrawing your consent may affect your abilityto participate in the Plan.  Youacknowledge and agree that your consent shall apply to any and all stock optionawards made to you under the Plan or this Agreement, whether now or in thefuture.

 

You do not need to doanything if you want to accept your Option(s) on the terms set out in this

 

----

 

Agreement.  It would however help us if you would signthis Agreement in the space indicated below and return a copy to us by mail to:

 

Equity Plans

Shared Business Services

861 Marcon Boulevard

Allentown, Pennsylvania18109

U.S.A.

 

If you do not want to accept your Option(s) on the terms setout in this Agreement, the Plan and all related documents, please notify us ofyour rejection of the Option(s) by writing to the Company at the above address,marking your envelope to the attention of Laura Bartels, no later than                      .  Your Option(s) will then be cancelled.  If you do not write to us telling us that youdo not want your Option(s) by                          ,you will be deemed to have accepted your Option(s) and to agree to the termsset out in this Agreement.

 

Copiesof the Plan and such related documents are being provided to you as part ofthis Agreement.

 
| **IMS HEALTH INCORPORATED**           |                       |
|---------------------------------------|----------------------------|
|                                  |                       |
|                                  |                       |   |
| David M. Thomas                       | Employee’s  Signature |
| Chairman and  Chief Executive Officer |                       |
|                                  |                       |
|                                  |                       |   |
|                                  | **Print Name**             |

 

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****   This language isincluded in agreements covering 5,000 or more shares.***

 

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