**Exhibit 10.1**

# **IMSHEALTH INCORPORATED**

# **ExecutiveAnnual Incentive PlanPerformance Restricted Stock Incentive Plan**

# **Formof Summary of           Performance GoalsAnd Award Opportunities**

# This is a summary of theterms of authorization of awards for         under the Executive Annual Incentive Plan (“AIP”) and the related PerformanceRestricted Stock Incentive Plan (“PERS Plan”). The PERS Plan is an established program of IMS Health Incorporated (the “Company”)implemented under the 1998 Employees’ Stock Incentive Plan (the “ESIP”).  These awards are authorized, and the AIP andPERS Plan administered, by the Human Resources Committee (the “Committee”).  If there is any conflict between the terms ofthis summary and the AIP, PERS Plan (as implemented in resolutions of theCommittee or otherwise), ESIP, or any resolution, award agreement, or otherdocument having legal effect with respect to the matters summarized herein,such other plan or document shall govern.

**PartI.             Performance Goal**

(a)           ***AIP***.  Individuals selected to participate in theAIP for          shall earn the AIPannual incentive award for         based on the achievement of financial performance goals and other measures ofperformance and discretionary factors that may be considered by theCommittee.  The AIP         financial performance goals will be weighted 50% for revenue and 50% foroperating income, each determined on a consolidated basis.  In addition, if such financial performanceequals or exceeds 80% of the targeted level of performance for each of therevenue and operating income components of the financial performance goal, theCommittee may exercise discretion to adjust the award upward, subject to thedeterminations of the Committee and in no event to result in a payout in excessof 200% of the individual’s target payout or in excess of the maximumindividual award under the AIP.  TheCommittee intends to exercise this discretion as follows:

·                  Progress inachieving strategic objectives: The level of achievement of strategic objectiveswill be determined by the CEO and reported to the Committee with arecommendation as to adjustments, if any; the Committee will determine whetherto adjust the payout levels upward or downward with respect to each financialobjective by up to 10% based on achievement of strategic objectives.  With respect to the CEO, the level ofachievement of strategic objectives will be determined by the Committee.

·                  Individualperformance under PMP:  Individual awardswill be further adjusted upward or downward in accordance with the AnnualIncentive Payout Guidelines under the Performance Management Program (“PMP”),which assesses individual achievement of goals and work-relatedskills/behaviors.

·                  Otherdiscretionary adjustment:  The Committeealso retains discretion to adjust awards upward or downward by 20% based onsuch other factors as the Committee may deem relevant.

Theseare guidelines representing the intent of the Committee, but the Committeeretains discretion, consistent with the terms of the Plan, to adjust any awarddownward and, if any upward adjustment is authorized, to determine the basisfor and amount of such adjustment, subject to the individual maximum specifiedabove and the applicable award limits under the AIP.

(b)           ***PERS Plan. ***For        , each participant shall beawarded PERS (restricted stock units) having a value equal to the AIP annualincentive earned and paid for          performance.   

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PERSshall vest and become non-forfeitable if the participant remains in serviceuntil the first business day of January,         ,subject to the terms of the ESIP, any Employment Agreement between theparticipant and the Company, and the customary terms of the form of restrictedstock units (PERS) agreement previously approved by the Committee.  The maximum PERS award that may be earnedshall be limited in accordance with applicable award limits under the ESIP.

(c)           ***Financial Performance Goal.***

(i)            Component Payout PercentageTable.  The “Component PayoutPercentage Table “for the AIP financial performance goal for         shall be as follows.  Percentagesappearing in the table are referred to in this Summary as Component PayoutPercentages:
| **Performance**  | ** ** | **Floor** | ** ** | **Downside  Minimum** | ** ** | **Downside  Cliff** | ** ** | **Target** | ** ** | **Upside  Potential** | ** ** | **Upside Maximum** | ** ** |
|------------------|------------|-----------|------------|-----------------------|------------|---------------------|------------|------------|------------|-----------------------|------------|-------------------------|------------|
| Revenue          |       |      |       |                  |       |                |       |       |       |                  |       |                    |       |
| Component        |       |      |       |                  |       |                |       |       |       |                  |       |                    |       |
| Operating Income |       |      |       |                  |       |                |       |       |       |                  |       |                    |       |
| Component        |       |      |       |                  |       |                |       |       |       |                  |       |                    |       |

 

TheCommittee has separately specified the levels of Revenue and Operating Incomethat correspond to the Floor, Downside Minimum, Downside Cliff, Target, UpsidePotential, and Maximum performance levels.

(ii)           Award Opportunities Earned ForFinancial Performance.  The financialPerformance Goal shall be deemed achieved at the end of the Performance Periodin accordance with the following:  First,the Committee shall determine the level of achievement of the revenue componentof the Performance Goal and the operating income component of the PerformanceGoal, and for each the corresponding “Component Payout Percentage.”  (Example: Revenue at target has a Component Payout Percentage of 100%.)  For component performance between any twoperformance levels (e.g., between “Floor” and “Downside Minimum”), theComponent Payout Percentage will be interpolated.  For performance below the “Floor” level, theComponent Payout Percentage will be zero, and for performance above the UpsideMaximum, the Component Payout Percentage will be 200%.  Second, the “Financial Performance PayoutPercentage” will be determined as the sum of 50% of the Component PayoutPercentage for revenues and 50% of the Component Payout Percentage foroperating income.

(d)           ***Discretionary Adjustments.***  If the threshold performance requirementspecified in Part I(a) above is met, the Committee will consider whether tomake discretionary adjustments to the participant’s award (expressed as apercentage of the target payout) based on progress toward strategic objectives,assessed individual performance under the PMP, and other discretionaryconsiderations (as specified in Part I(a)).

(e)           ***Final Annual Incentive Award. ***The Committee will calculatethe participant’s final AIP incentive award for         by multiplying his or her Target Award by the percentage determined under PartI(c) and (d) above,  In no event,however, will the final AIP annual incentive exceed the applicable maximumaward limit specified in the AIP.

(f)            ***Adjustments to Performance Goals***.  The Committee may determine in its discretionto adjust each component of the financial Performance Goal and the threshold 

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performancerequired for the individual Performance Goal, and shall adjust such componentsto eliminate the positive and negative effects of extraordinary items,including acquisitions , and changes in accounting principles from         ,provided that no such adjustment is authorized or may be made with respect to aCovered Employee if and to the extent that such authorization or adjustmentwould cause the Performance Goal not to meet the applicable requirements ofTreasury Regulation § 1.162-27(e)(2) under the Code.  In addition, the Committee retains “negativediscretion” to limit or eliminate the amount payable in settlement of anyAward.

**Part II.    Award Payout/PERS Grant**

Aparticipant’s annual incentive award earned under the AIP for         performance will be payable promptly upon determination by the Committee, andin no event more than 2.5 months after the end of the Company’s         fiscal year, unless such award is validly deferred under a deferral plan of theCompany.  In addition, PERS will begranted to such participant at the time the annual incentive award is payableto the participant (disregarding any elective deferral) in an amount equal tothe amount of such annual incentive divided by the average closing price pershare of Company Common Stock over the final 20 trading days of         .  Unless otherwise determined by the Committee(and subject to the terms of the AIP and any employment agreement orchange-in-control agreement between the participant and the Company), no amountwill be payable under the AIP and no PERS will be granted to a participant whodoes not remain employed by the Company or a subsidiary at the payment datedetermined by the Committee under this Part II.

**PartIII.   Participants and Target AwardOpportunities**

Theparticipants in the AIP and PERS Plan for         ,and the target Award opportunities of each, are set forth by the Chairman ofthe Board and Chief Executive Officer and approved by the Committee annually,and may from time to time be revised or supplemented.  AIP award opportunities are designated underthe AIP.  With respect to PERS, Awardopportunities and shares that may be issued or delivered in settlement of PERSshall be governed by and drawn from the ESIP. The foregoing notwithstanding, the Chief Executive Officer of theCompany may modify or cancel any Award opportunity or Award granted to anyparticipant in order to comply with local laws or customs in any jurisdictionother than the United States, or to avoid undue administrative expense withrespect to such foreign jurisdiction, but no such modification or cancellationis authorized with respect to a person likely to be a Covered Employee asdefined in the AIP at the time compensation is payable hereunder.

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