**Exhibit 10.4**

 

IMSHEALTH INCORPORATED

 

EXECUTIVEPENSION PLAN

 

 

AsAmended and Restated Effective as of January 1, 2005

 

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**TABLE OF CONTENTS**

 
| ** **     | ** ** | ** **    | **Page**                                       |
|----------------|------------|---------------|------------------------------------------------|
|           |       |          |                                           |
| INTRODUCTION   | 1          |
|           |       |
| SECTION 1 |       | - DEFINITIONS | 1                                              |
|           |       |          |                                           |
|           | 1.1        |          | “Actuarial Equivalent Value”         | 1 |
|           |       |          |                                           |   |
|           | 1.2        |          | “Affiliated Employer”                | 1 |
|           |       |          |                                           |   |
|           | 1.3        |          | “Average Final Compensation”         | 2 |
|           |       |          |                                           |   |
|           | 1.4        |          | “Basic Disability Plan”              | 2 |
|           |       |          |                                           |   |
|           | 1.5        |          | “Basic Disability Plan Benefit”      | 2 |
|           |       |          |                                           |   |
|           | 1.6        |          | “Basic Plan”                         | 2 |
|           |       |          |                                           |   |
|           | 1.7        |          | “Basic Plan Benefit”                 | 2 |
|           |       |          |                                           |   |
|           | 1.8        |          | “Board”                              | 3 |
|           |       |          |                                           |   |
|           | 1.9        |          | “Cause”                              | 3 |
|           |       |          |                                           |   |
|           | 1.10       |          | “CEO”                                | 4 |
|           |       |          |                                           |   |
|           | 1.11       |          | “Change in Control”                  | 4 |
|           |       |          |                                           |   |
|           | 1.12       |          | “Change in Control Agreement”        | 6 |
|           |       |          |                                           |   |
|           | 1.13       |          | “Code”                               | 7 |
|           |       |          |                                           |   |
|           | 1.14       |          | “Committee”                          | 7 |
|           |       |          |                                           |   |
|           | 1.15       |          | “Company”                            | 7 |
|           |       |          |                                           |   |
|           | 1.16       |          | “Compensation”                       | 7 |
|           |       |          |                                           |   |
|           | 1.17       |          | “Covered Earnings”                   | 7 |
|           |       |          |                                           |   |
|           | 1.18       |          | “Deferred Vested Benefit”            | 8 |
|           |       |          |                                           |   |
|           | 1.19       |          | “Disability” or “Disabled” | 8 |
|           |       |          |                                           |   |
|           | 1.20       |          | “Disability Benefits”                | 8 |
|           |       |          |                                           |   |
|           | 1.21       |          | “Effective Date”                     | 8 |
|           |       |          |                                           |   |
|           | 1.22       |          | “Former Member”                      | 8 |
|           |       |          |                                           |   |
|           | 1.23       |          | “Good Reason”                        | 8 |
|           |       |          |                                           |   |
|           | 1.24       |          | “Member”                             | 10 |
|           |       |          |                                           |   |
|           | 1.25       |          | “Other Disability Income”            | 11 |
|           |       |          |                                           |   |
|           | 1.26       |          | “Other Retirement Income”            | 11 |
|           |       |          |                                           |   |
|           | 1.27       |          | “Plan”                               | 11 |
|           |       |          |                                           |   |
|           | 1.28       |          | “Plan Administrator”                 | 11 |
|                |            |               |                                                |  |  |  |

 

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| ** **     | ** ** | ** **                         | **Page**                                     |
|----------------|------------|------------------------------------|----------------------------------------------|
|           |       |                               |                                         |   |
|           | 1.29       |                               | “Potential Change in Control”      | 12 |
|           |       |                               |                                         |   |
|           | 1.30       |                               | “Regulations”                      | 12 |
|           |       |                               |                                         |   |
|           | 1.31       |                               | “Retirement”                       | 12 |
|           |       |                               |                                         |   |
|           | 1.32       |                               | “Retirement Benefits”              | 13 |
|           |       |                               |                                         |   |
|           | 1.33       |                               | “Separation from Service”          | 13 |
|           |       |                               |                                         |   |
|           | 1.34       |                               | “Service”                          | 13 |
|           |       |                               |                                         |   |
|           | 1.35       |                               | “Specified Employee”               | 14 |
|           |       |                               |                                         |   |
|           | 1.36       |                               | “Surviving Spouse”                 | 15 |
|           |       |                               |                                         |   |
|           | 1.37       |                               | “Surviving Spouse’s Benefits” | 15 |
|           |       |                               |                                         |   |
|           | 1.38       |                               | “Vested Former Member”             | 15 |
|           |       |                               |                                         |   |
| SECTION 2 |       | - PARTICIPATION                    | 15                                           |
|           |       |                               |                                         |
|           | 2.1        |                               | Commencement of Participation                | 15 |
|           |       |                               |                                         |   |
|           | 2.2        |                               | Termination of Participation                 | 16 |
|           |       |                               |                                         |   |
| SECTION 3 |       | - AMOUNT AND FORM OF BENEFITS | 16                                           |
|           |       |                               |                                         |
|           | 3.1        |                               | Retirement Benefits                          | 16 |
|           |       |                               |                                         |   |
|           | 3.2        |                               | Deferred Vested Benefit                      | 17 |
|           |       |                               |                                         |   |
|           | 3.3        |                               | Time and Form of Payment                     | 19 |
|           |       |                               |                                         |   |
|           | 3.4        |                               | Lump Sum Calculation                         | 25 |
|           |       |                               |                                         |   |
|           | 3.5        |                               | Nonpayment of Benefits                       | 25 |
|           |       |                               |                                         |   |
|           | 3.6        |                               | Notification of Nonpayment of  Benefits      | 27 |
|           |       |                               |                                         |   |
|           | 3.7        |                               | Repayment of Benefits Paid as Lump  Sum      | 27 |
|           |       |                               |                                         |   |
|           | 3.8        |                               | Change in Control                            | 28 |
|           |       |                               |                                         |   |
| SECTION 4 |       | - DISABILITY BENEFITS              | 30                                           |
|           |       |                               |                                         |
|           | 4.1        |                               | Eligibility                                  | 30 |
|           |       |                               |                                         |   |
|           | 4.2        |                               | Amount                                       | 30 |
|           |       |                               |                                         |   |
| SECTION 5 |       | - SURVIVING SPOUSE’S BENEFITS | 30                                           |
|           |       |                               |                                         |
|           | 5.1        |                               | Death Prior to Benefit Payment               | 30 |
|           |       |                               |                                         |   |
|           | 5.2        |                               | Death On or After Benefit Payment            | 31 |
|           |       |                               |                                         |   |
|           | 5.3        |                               | Payment of Surviving Spouse’s  Benefit  | 31 |

 

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| ** **     | ** ** | ** **           | **Page**                   |
|----------------|------------|----------------------|----------------------------|
|           |       |                 |                       |   |
|           | 5.4        |                 | Reduction                  | 31 |
|           |       |                 |                       |   |
| SECTION 6 |       | - PLAN ADMINISTRATOR | 31                         |
|           |       |                 |                       |
|           | 6.1        |                 | Duties and Authority       | 31 |
|           |       |                 |                       |   |
|           | 6.2        |                 | Presentation of Claims     | 32 |
|           |       |                 |                       |   |
|           | 6.3        |                 | Claims Denial Notification | 32 |
|           |       |                 |                       |   |
|           | 6.4        |                 | Claims Review Procedure    | 33 |
|           |       |                 |                       |   |
|           | 6.5        |                 | Timing                     | 34 |
|           |       |                 |                       |   |
|           | 6.6        |                 | Final Decision             | 34 |
|           |       |                 |                       |   |
|           | 6.7        |                 | Delayed Payments           | 35 |
|           |       |                 |                       |   |
| SECTION 7 |       | - MISCELLANEOUS      | 35                         |
|           |       |                 |                       |
|           | 7.1        |                 | Amendment; Suspension      | 35 |
|           |       |                 |                       |   |
|           | 7.2        |                 | Termination                | 36 |
|           |       |                 |                       |   |
|           | 7.3        |                 | No Employment Rights       | 38 |
|           |       |                 |                       |   |
|           | 7.4        |                 | Unfunded Status            | 39 |
|           |       |                 |                       |   |
|           | 7.5        |                 | Arbitration                | 39 |
|           |       |                 |                       |   |
|           | 7.6        |                 | No Alienation              | 40 |
|           |       |                 |                       |   |
|           | 7.7        |                 | Withholding                | 40 |
|           |       |                 |                       |   |
|           | 7.8        |                 | Governing Law              | 40 |
|           |       |                 |                       |   |
|           | 7.9        |                 | Successors                 | 41 |
|           |       |                 |                       |   |
|           | 7.10       |                 | Integration                | 42 |

 

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IMSHEALTH INCORPORATED

 

EXECUTIVEPENSION PLAN

 

AsAmended and Restated Effective as of January 1, 2005

 

**INTRODUCTION**

 

Effective as of April 17,2001, the IMS Health Incorporated Executive Pension Plan (the “Plan”) wasestablished to provide a means of ensuring the payment of a competitive levelof retirement income and disability and survivor benefits, and thereby attract,retain and motivate a select group of executives of IMS Health Incorporated andits affiliated employers. This document represents a complete restatement ofthe Plan effective as of January 1, 2005. The provisions of this amendment and restatement of the Plan shall applyto Members of the Plan who have not retired or terminated employment with theCompany as of January 1, 2005.  Therights to benefits, if any, of any Former Member or Vested Former Member whoretired or otherwise terminated employment before January 1, 2005, togetherwith the amount of such benefits, shall continue to be governed by theprovisions of the Plan in effect as of the date of such retirement ortermination of employment.

 

**SECTION 1- DEFINITIONS**

 

1.1           “Actuarial Equivalent Value” shall mean a benefit of equivalent value computed onthe basis of the mortality table and interest rate used to calculate accruedbenefits under the Basic Plan unless otherwise specifically provided in thisPlan.

 

1.2           “Affiliated Employer” shall mean an entity affiliated with the Company.

 

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1.3           “Average Final Compensation” shall mean a Member’s average annual Compensationduring the five consecutive 12-month periods in the last ten consecutive12-month periods of his or her Service (or during the total number ofconsecutive 12-month periods if fewer than five), immediately prior to themonth following the earlier of:  (a) theMember’s termination of employment with the Company or an Affiliated Employer, (b) theMember’s removal from participation under this Plan, or (c) thecommencement of benefits to the Member under the Basic Disability Plan,affording the highest such Average Final Compensation.

 

1.4           “Basic Disability Plan” shall mean as to any Member the long-term disabilityplan of the Company or an Affiliated Employer pursuant to which long-termdisability benefits are payable to such Member.

 

1.5           “Basic Disability Plan Benefit” shall mean the amount of benefits payable to a Memberfrom the Basic Disability Plan.

 

1.6           “Basic Plan”shall mean as to any Member or Vested Former Member the defined benefit pensionplan of the Company or an Affiliated Employer intended to meet the requirementsof Code Section 401(a) pursuant to which retirement benefits arepayable to such Member or Vested Former Member or to the Surviving Spouse ordesignated beneficiary of a deceased Member or Vested Former Member.

 

1.7           “Basic Plan Benefit” shall mean the amount of benefits payable from the Basic Plan to a Memberor Vested Former Member.

 

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1.8           “Board”shall mean the Board of Directors of IMS Health Incorporated, except that anyaction authorized to be taken by the Board hereunder may also be taken by aduly authorized committee of the Board or its duly authorized delegees.

 

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

 

(a)           willful and continued failure tosubstantially perform his or her duties (other than any such failure resultingfrom incapacity due to physical or mental illness or Disability or any failureafter the issuance of a notice of termination by the Member for Good Reason)which failure is demonstrably and materially damaging to the financialcondition or reputation of the Company and/or its Affiliated Employers, andwhich failure continues more than 48 hours after a written demand forsubstantial performance is delivered to the Member by the Board, which demandspecifically identifies the manner in which the Board believes that the Memberhas not substantially performed his or her duties; or

 

(b)           the willful engaging by the Memberin conduct which is demonstrably and materially injurious to the Company,monetarily or otherwise.

 

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No act, or failure to act, on the part of the Member shallbe deemed “willful” unless done, or omitted to be done, by the Member not ingood faith and without reasonable belief that his or her action or omission wasin the best interest of the Company. Notwithstanding the foregoing, the Member shall not be deemed to havebeen terminated for Cause unless and until there shall have been delivered tothe Member a copy of the resolution duly adopted by the affirmative vote of notless than three-quarters (3/4) of the entire membership of the Board at ameeting of the Board (after reasonable notice to the Member and an opportunityfor the Member, together with the Member’s counsel, to be heard before theBoard) finding that, in the good faith opinion of the Board, the Member wasguilty of conduct set forth above in this definition and specifying theparticulars thereof in detail.

 

1.10         “CEO” shall mean the ChiefExecutive Officer of theCompany.

 

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

 

(a)           any “Person” as such term is usedfor purposes of  Sections 13(d) or14(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) (other than the Company, any trustee or other fiduciary holdingsecurities 

 

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under an employee benefit plan ofthe Company, or any company owned, directly or indirectly, by the stockholdersof the Company in substantially the same proportions as their ownership ofstock of the Company), becomes the “Beneficial Owner” (as defined in Rule 13d-3of the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 20% or more of the combined voting power of the Company’s thenoutstanding securities;

 

(b)           during any period of 24 months (notincluding any period prior to the Effective Date), individuals who at thebeginning of such period constitute the Board, and any new director (other than(i) a director nominated by a Person who has entered into an agreementwith the Company to effect a transaction described in Sections 1.11(a), (c), or(d) hereof, (ii) a director nominated by any Person (including theCompany) who publicly announces an intention to take or to consider takingactions (including, but not limited to, an actual or threatened proxy contest)which if consummated would constitute a Change in Control, or (iii) adirector nominated by any Person who is the Beneficial Owner, directly orindirectly, of securities of the Company representing 10% or more of thecombined voting power of the Company’s securities) whose election by the Boardor nomination for election by the Company’s stockholders was approved inadvance by a vote of at least two-thirds (2/3) of the directors then still inoffice who either were directors at the beginning of the period 

 

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or whose election or nomination forelection was previously so approved, cease for any reason to constitute atleast a majority thereof;

 

(c)                                  any transaction (or series oftransactions) is consummated under which the Company is merged or consolidatedwith any other company, other than a merger or consolidation (i) whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than 662/3% of the combined voting power of the voting securities of the Company orsuch surviving entity outstanding immediately after such merger orconsolidation, and (ii) after which no Person holds 20% or more of thecombined voting power of the then outstanding securities of the Company or suchsurviving entity;

 

(d)                                 a sale or disposition by the Companyof all or substantially all of the Company’s assets is consummated or thestockholders of the Company approve a plan of complete liquidation of theCompany; or

 

(e)                                  the Board adopts a resolution to theeffect that, for purposes of this Plan, a Change in Control has occurred.

 

1.12         “Change in Control Agreement” shall mean any written agreement ineffect between any Member or Former Member or Vested Former Member and theCompany or an Affiliated Employer pursuant to which benefits may be payable to 

 

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such Member or Former Member orVested Former Member in connection with a Change in Control.

 

1.13         “Code” shall mean the Internal Revenue Code of 1986, as amendedfrom time to time.

 

1.14         “Committee” shall mean the Human Resources Committee of the Board(the Compensation and Benefits Committee before January 1, 2007) or anysuccessor thereto.

 

1.15         “Company” shall mean IMS Health Incorporated.

 

1.16         “Compensation” shall mean base salary, annual bonuses, commissions,overtime and shift pay, in each case prior to reductions for electivecontributions under Sections 401(k), 125 and 132(f)(4) of the Code anddeferred compensation under any nonqualified deferred compensation plan.  Notwithstanding the foregoing, Compensationshall exclude severance pay (including, without limitation, severance pay underthe Company’s Employee Protection Plan), stay-on bonuses, long-term bonuses,retirement income, change-in-control payments, contingent payments, amountspaid under this Plan or any other retirement plan or deferred compensationplan, income derived from stock options, stock appreciation rights and otherequity-based compensation and other forms of special remuneration.

 

1.17         “Covered Earnings” shall mean a Member’sCompensation in the 12 months immediately preceding the onset of the Member’sDisability.

 

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1.18         “Deferred Vested Benefit” shall mean the benefits describedin Section 3.2(b) hereof.

 

1.19         “Disability” or “Disabled” shall mean that the Memberhas been determined to be disabled in accordance with the Basic Disability Planby reason of any medically determinable physical or mental impairment that canbe expected to result in death or can be expected to last for a continuousperiod of not less than 12 months and the Member has received at least threemonths of benefits under the Company’s short-term disability plan and/or theBasic Disability Plan.

 

1.20         “Disability Benefits” shall mean thebenefits provided as described in Section 4.2 hereof.

 

1.21         “Effective Date” shall mean April 17, 2001. The effective dateof this amendment and restatement of the Plan shall mean January 1, 2005.

 

1.22         “Former Member” shall mean (a) a Member whose employment with theCompany or an Affiliated Employer terminates before he or she has completedfive or more years of Service, or (b) a Member who was removed from participationin the Plan, in accordance with Section 2.2 hereof, before he or she hascompleted five or more years of Service.

 

1.23         “Good Reason”.  If a Member shall have terminated employmentfor “Good Reason” under the terms of such Member’s Change in Control Agreementor employment agreement with the Company, if any, then such Member shall bedeemed to have terminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, withoutthe Member’s express written

 

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consent, the occurrence of any of the followingcircumstances unless, such circumstances are fully corrected prior to the dateof termination specified in the notice of termination given in respect thereof:

 

(a)           the assignment to the Member of anyduties inconsistent with the Member’s position in the Company, or an adversealteration in the nature or status of the Member’s responsibilities or theconditions of the Member’s employment;

 

(b)           a reduction by the Company in the Member’sannual base salary, target bonus or perquisites except for across-the-boardperquisite reductions similarly affecting all senior executives of the Companyand all senior executives of any Person, as such term is used for purposes ofSections 13(d) or 14(d) of the Securities Exchange Act of 1934, asamended, in control of the Company;

 

(c)           the relocation of the principalplace of the Member’s employment to a location more than 50 miles from thelocation of such place of employment; for this purpose, required travel on theCompany’s business will not constitute a relocation so long as the extent ofsuch travel is substantially consistent with the Member’s customary businesstravel obligations;

 

(d)           the failure by the Company to pay tothe Member any portion of the Member’s compensation or to pay to the Member anyportion of an installment of deferred compensation under any deferredcompensation 

 

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program of the Company within sevendays of the date such compensation is due;

 

(e)           the failure by the Company tocontinue in effect any material compensation or benefit plan in which theMember participated unless an equitable arrangement (embodied in an ongoingsubstitute or alternative plan) has been made with respect to such plan, or thefailure by the Company to continue the Member’s participation therein (or insuch substitute or alternative plan) on a basis not materially less favorable,both in terms of the amounts of benefits provided and the level of the Member’sparticipation relative to other participants;

 

(f)            the failure of the Company to obtaina satisfactory agreement from any successor to the Company to fully assume theCompany’s obligations and to perform under this Plan, as contemplated in Section 7.9hereof;

 

(g)           with respect to any Member who is aparty to an employment agreement or a Change in Control Agreement, anypurported termination of such Member’s employment that is not effected pursuantto the notice provisions, if any, in such Member’s employment agreement orChange in Control Agreement.

 

1.24          “Member” shall mean an employee of theCompany or an Affiliated Employer who becomes a participant in the Planpursuant to Section 2, but excludes any Former Member or Vested FormerMember.

 

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1.25         “Other Disability Income” shall mean (a) the disabilityinsurance benefit that the Member is entitled to receive under the FederalSocial Security Act while he or she is receiving the Basic Disability PlanBenefit and (b) the disability income payable to a Member from anysupplemental executive disability plan of the Company or any AffiliatedEmployer or from any other contract, agreement or other arrangement with theCompany or an Affiliated Employer (excluding any Basic Disability Plan).

 

1.26         “Other Retirement Income”shall mean the retirementincome payable to a Member or Vested Former Member from any ‘excess benefitplan’ as that term is defined in Section 3(36) of the Employee RetirementIncome Security Act of 1974, as amended (“ERISA”), any plan described in Section 201(2) ofERISA, and any other contract, agreement or other arrangement providing adefined pension benefit or defined contribution retirement benefit, in anycase, maintained or entered into with the Company or an Affiliated Employer(excluding this Plan, any Basic Plan, any defined contribution plan intended tomeet the requirements of Code Section 401(a) and any elective plan ofdeferred compensation).

 

1.27         “Plan” shall mean this IMS HealthIncorporated Executive Pension Plan, as embodied herein, and any amendmentsthereto.

 

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

 

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1.29         “Potential Change in Control”. If a “Potential Change in Control” shall have occurred or shall bedeemed to have occurred under the terms of a Member’s Change in ControlAgreement or employment agreement with the Company, if any, then a “PotentialChange in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control”shall be deemed to have occurred if:

 

(a)           the Company enters into anagreement, the consummation of which would result in the occurrence of a Changein Control;

 

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

 

(c)           the Board adopts a resolution to theeffect that, for purposes of this Plan, a Potential Change in Control hasoccurred

 

1.30         “Regulations”  shall mean proposed and final TreasuryRegulations, as the same may be amended from time to time.

 

1.31         “Retirement” shall mean the Separation fromService of a Member or Vested Former Member with the Company or an AffiliatedEmployer other than by reason of death after attaining age 65 and completingfive years of Service.  In determiningwhether age 65 has been attained under this definition, there shall be includedas years of age the number of additional years credited as “age” for purposesof the Plan to the Member or Vested Former Member under this Plan, a 

 

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then-effective employment agreementbetween the Company and such person, a then-effective Change in ControlAgreement between the Company and such Person, or otherwise approved bythe Committee.

 

1.32         “Retirement Benefits” shall mean the benefits describedin Section 3.1(b) hereof.

 

1.33         “Separation from Service”  shall mean termination of employment with theCompany and any Affiliated Employer. Whether a Member or Vested Former Member has had a Separation fromService shall be determined by the Plan Administrator on the basis of allrelevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

 

1.34         “Service” shall mean a Member’s servicedefined as Vesting Service in the Basic Plan, which is taken into account forvesting purposes thereunder, except that (a) Service will also includethat period of time during which the Member is receiving benefits underthe Basic Disability Plan until Retirement Benefits or Deferred VestedBenefits, as the case may be, are paid to such Member; provided, however, thatif a Member who is receiving benefits under the Basic Disability Plan has aSeparation from Service that is initiated by the Company for any reason otherthan Cause, such Member shall receive service credit for purposes ofcalculating such Member’s Retirement Benefits or Deferred Vested Benefits, asthe case may be, for the maximum period of time during which such Member iseligible to receive benefits under the Basic Disability Plan; (b) if a Member was employed by acompany acquired by the Company or an Affiliated Employer after the EffectiveDate, such Member’s service with that company prior to the 

 

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date of acquisition will notconstitute Service hereunder unless otherwise approved by the Committee; (c) uponcommencement of participation hereunder in accordance with Section 2.1hereof, the Committee may limit any service that would otherwise constituteService hereunder with respect to periods prior to the date of participation inthe Plan; (d) no service of a Former Member or Vested Former Member duringany period after removal from participation under Section 2.2 shallconstitute Service for purposes of the Plan; and (e) service prior to thedate an individual becomes a Member shall initially not be counted for purposesof determining the amount of the Member’s Retirement Benefit pursuant to Section 3.1(b)(i) orthe Member’s Deferred Vested Benefit pursuant to Section 3.2(b)(i), butfor such purposes shall be deemed to accrue at the rate of 20% of such priorservice for each year of Service completed after such individual becomes a Memberuntil 100% accrued.  The foregoingnotwithstanding, there shall be included as Service for all purposes under thePlan the number of additional years (or other additional period) credited as “service”for purposes of the Plan to the Member or Former Member or Vested Former Memberunder this Plan, an employment agreement between the Company or an AffiliatedEmployer and such person or a Change in Control Agreement in effect at the timeof such person’s termination of employment, or otherwise approved by theCommittee.

 

1.35         “Specified Employee”  shall mean an employee who satisfies therequirements for being designated a “key employee” under Section 416(i)(1)(A)(i),(ii) or (iii) of the Code without regard to Section 416(i)(5) ofthe Code at any time during a calendar year, in which case such employee shallbe considered a Specified 

 

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Employee for the twelve-month period beginning on the first day of thefourth month immediately following the end of such calendar year.

 

1.36         “Surviving Spouse” shall mean the spouse of a deceasedMember or Vested Former Member to whom such Member or Vested Former Member ismarried under applicable state law immediately preceding such Member or VestedFormer Member’s death.

 

1.37         “Surviving Spouse’s Benefits” shall mean the benefits describedin Section 5 hereof.

 

1.38         “Vested Former Member” shall mean (a) a Member whoseemployment with the Company or an Affiliated Employer terminates on or afterthe date on which he or she has completed five or more years of Service, or (b) aMember who was removed from participation in the Plan, in accordance with Section 2.2hereof, on or after the date on which he or she has completed five or moreyears of Service.

 

**SECTION 2- PARTICIPATION**

 

2.1           Commencement of Participation. Such key executives of the Company and its Affiliated Employers as aredesignated by the CEO in writing and approved by the Committee shallparticipate in the Plan as of a date determined by the Committee.

 

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2.2           Termination of Participation. A Member’s participation in the Plan shall terminate upon termination ofhis or her employment with the Company or any Affiliated Employer. Prior totermination of employment, a Member may be removed, upon written notice by theCEO, and as approved by the Committee from further participation in thePlan.  As of the date of termination orremoval, no further benefits shall accrue to such individual hereunder.

 

**SECTION 3 - AMOUNT AND FORM OF BENEFITS**

 

3.1           Retirement Benefits.

 
| (a)    |   | Eligibility. Upon the Retirement of a Member  or Vested Former Member from the Company or an Affiliated Employer, he or she  shall be entitled to the Retirement Benefit described in  Section 3.1(b) hereof, payable in the form specified in  Section 3.3. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                        |
| (b)    |   | Amount. The Retirement Benefit of a  Member or Vested Former Member shall be an annual benefit equal to the  difference between (i) and the sum of (ii) and (iii) where:                                                                                     |
|   |   |                                                                                                                                                                                                                                                                        |
|   |   | (i)                                                                                                                                                                                                                                                                         | is 2.5% of his or  her Average Final Compensation multiplied by the number of his or her years  of Service not in excess of fifteen years, plus 1.5% of such Average Final  Compensation multiplied by the number of his or her years of Service over  fifteen but not in excess of thirty years; |

 

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(ii)           is the Basic Plan Benefit payable tothe Member or Vested Former Member as of the date of his or her Retirementexpressed in the form of an annual life annuity, or, if the Basic Plan Benefitbecomes payable after the Member’s or Vested Former Member’s date ofRetirement, the Actuarial Equivalent Value of the Basic Plan Benefit payable inthe form of an annual life annuity as of such date, regardless of whether suchdate precedes the earliest possible payment date under the terms of the BasicPlan; and

 

(iii)          is the Other Retirement Incomepayable to the Member or Vested Former Member as of the date of his or herRetirement expressed in the form of an annual life annuity, or, if the OtherRetirement Income becomes payable after the Member’s or Vested Former Member’sdate of Retirement, the Actuarial Equivalent Value of the Other RetirementIncome payable in the form of an annual life annuity as of such date,regardless of whether such date precedes the earliest possible payment date ofthe Other Retirement Income under the terms of the appropriate retirementarrangement.

 

3.2           Deferred Vested Benefit.

 

(a)           Eligibility. Each Member and Vested Former Member who has completed five or moreyears of Service and who has a Separation from Service prior to Retirement, fora reason other than Cause or death shall be entitled to 

 

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the Deferred Vested Benefitdescribed in Section 3.2(b) hereof, payable in the form specified in Section 3.3.

 

(b)           Amount. The Deferred Vested Benefit of a Member or Vested Former Member who hasa Separation from Service and who meets the eligibility requirements of Section 3.2(a) shallbe an annual benefit equal to the difference between (i) and the sum of (ii) and(iii), where:

 

(i)            is 2.5% of his or her Average FinalCompensation, multiplied by the number of his or her years of Service not inexcess of fifteen, plus 1.5% of such Average Final Compensation multiplied bythe number of his or her years of Service over fifteen, but not in excess ofthirty years;

 

(ii)           is the Basic Plan Benefit payable tothe Member or Vested Former Member as of the date his or her Deferred VestedBenefit commences expressed in the form of an annual life annuity, or, if theBasic Plan Benefit becomes payable after the date that the Member’s or VestedFormer Member’s Deferred Vested Benefit commences, the Actuarial EquivalentValue of the Basic Plan Benefit payable in the form of an annual life annuityas of such date, regardless of whether such date precedes the earliest possiblepayment date under the terms of the Basic Plan; and

 

(iii)          is the Other Retirement Incomepayable to the Member or Vested Former Member as of the date his or herDeferred Vested Benefit 

 

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commences expressed in the form ofan annual life annuity, or, if the Other Retirement Income becomes payableafter the date that the Member’s or Vested Former Member’s Deferred VestedBenefit commences, the Actuarial Equivalent Value of the Other RetirementIncome payable in the form of an annual life annuity as of such date,regardless of whether such date precedes the earliest possible payment date ofthe Other Retirement Income under the terms of the appropriate retirementarrangement.

 

3.3           Time and Form of Payment.

 

(a)           As provided by the terms of the Plansince its Effective Date, a lump sum election made in accordance with the termsof any plan maintained by the Company described in Section 201(2) ofERISA, including without limitation, the IMS Health Incorporated U.S. ExecutiveRetirement Plan, shall be effective with respect to this Plan. Any lump sumelection made in accordance with the terms of the Plan in effect prior to January 1,2005 shall continue to be effective with respect to a Retirement Benefit orDeferred Vested Benefit payable before January 1, 2009.  On and after January 1, 2009, theRetirement Benefit or Deferred Vested Benefit under this Plan, as the case maybe, shall automatically be payable in a lump sum and, except as otherwiseprovided in Section 3.8, on the first day of the calendar month nextfollowing the calendar month in which occurs the later of:  (i) the date the Member or Vested FormerMember attains age 55; 

 

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or (ii) the Member’s or Vested Former Member’sSeparation from Service.

 

(1)           Anything in this Plan to thecontrary notwithstanding, the Deferred Vested Benefit payable to a Member orVested Former Member whose Separation from Service occurs prior to having attainedage 55 shall be the Actuarial Equivalent Value of the Deferred Vested Benefitotherwise payable upon such Member’s or Vested Former Member’s attainment ofage 65, reduced for commencement on the date of such  Member’s or Vested Former Member’s attainmentof age 55.

 

(2)           Anything in this Plan to thecontrary notwithstanding, the Deferred Vested Benefit payable to a Member orVested Former Member whose Separation from Service occurs by reason oftermination of employment by the Company without Cause before such Member orVested Former Member has attained age 55 or the Deferred Vested Benefit payableto a Member or Vested Former Member whose Separation from Service occurs byreason of termination of employment for Good Reason before such Member or VestedFormer Member has attained age 55 shall, in each case,  be reduced by 20% if such Member or VestedFormer Member had not completed ten years of Service as of the date oftermination; otherwise, in each case, by 10% if such Member or Vested Former 

 

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Member had completed ten years ofService as of the date of termination.

 

(3)           Anything in this Plan to thecontrary notwithstanding, the Deferred Vested Benefit payable to a Member orVested Former Member whose Separation from Service occurs after such Member orVested Former Member has attained age 55 but prior to such Member or VestedFormer Member having completed 10 years of Service shall be reduced by 2% foreach 12-month period that such Member’s or Vested Former Member’s Separationfrom Service precedes such Member’s or Vested Former Member’s attainment of age65.

 

(4)           Anything in this Plan to thecontrary notwithstanding,  the DeferredVested Benefit payable to a Member or Vested Former Member whose Separationfrom Service occurs after such Member or Vested Former Member has attained age55 and completed 10 years of Service shall be reduced by 2% for each 12-monthperiod that such Member’s or Vested Former Member’s Separation from Serviceprecedes such Member’s or Vested Former Member’s attainment of age 60.  A Member or Vested Former Member whoseSeparation from Service occurs after such Member or Vested Former Member hasattained age 60 and  completed 10 yearsof Service shall be paid 100% of such Member’s or Vested Former Member’sDeferred Vested Benefit.

 

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(5)           Anything in this Plan to thecontrary notwithstanding, a Member or Vested Former Member who is entitled toDisability Benefits under this Plan shall be paid 100% of such Member’s orVested Former Member’s Deferred Vested Benefit at the time provided in Section 3.3(a).

 

(6)           For purposes of calculating anyDeferred Vested Benefit that is reduced in accordance with paragraphs (2), (3) or(4) of this Section 3.3(a), an interpolated percentage shall be usedto calculate the percentage reduction in such Deferred Vested Benefit for anyperiod of fewer than 12 months.

 

(b)           Anythingin this Plan to the contrary notwithstanding, payment to any Specified Employee upon Separation fromService shall not be made before the date that is six months after the date ofSeparation from Service (or, if earlier, the date of death of such SpecifiedEmployee). Any payment due within such six-month period will be adjusted toreflect the deferred payment date by multiplying the payment by the product ofthe six-month CMT Treasury Bill annualized yield rate as published by the U.S.Treasury for the date on which such payment would have been made but for thedelay multiplied by a fraction, the numerator of which is the number of days bywhich such payment was delayed and the denominator of which is 365. Theadjusted lump sum payment shall be made at the beginning of the seventh monthfollowing such Specified Employee’s 

 

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Separation from Service.  The six-month delay in payment describedherein shall not apply, however, to any payment made under the circumstancesdescribed in Section 3.3(c).

 

(c)           Theprovisions of Sections 3.3(a) and (b) to the contrarynotwithstanding, a payment to or on behalf of a Member or Vested Former Membershall be accelerated under each of the following circumstances:

 

(i)            ifpayment is required to be made to an individual other than the Member or VestedFormer Member to fulfill a domestic relations order as defined in Section 414(p)(1)(B) ofthe Code;

 

(ii)           tothe extent that payment is reasonably necessary to avoid the violation of anapplicable Federal, state, local or foreign ethics law or conflicts of interestlaw as provided in Regulations Section 1.409A-3(j)(4)(iii); or

 

(iii)          if all or a portion of the Retirement Benefitor Deferred Vested Benefit payable to a Member, Vested Former Member orSurviving Spouse constitutes taxable income to such Member, Vested FormerMember or Surviving Spouse for any taxable year that is prior to the taxableyear in which such Retirement Benefit or Deferred Vested Benefit is to be paidto such Member, Vested Former Member or Surviving Spouse as a result of thePlan’s failure to comply with the requirements of Section 409A of the 

 

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Code and the Regulations thereunder, the applicableRetirement Benefit or Deferred Vested Benefit shall be immediately paid to suchMember, Vested Former Member or Surviving Spouse to the extent that suchRetirement Benefit or Deferred Vested Benefit is required to be included inincome.  As provided in Section 7.8,the Company shall reimburse such Member, Vested Former Member or Surviving Spouseon a fully grossed-up and after-tax basis for any tax penalty or interestpayable in connection with such income inclusion (so that the recipient of such reimbursement is heldeconomically harmless).

 

(d)           Theprovisions of Section 3.3(a) to the contrary notwithstanding, apayment to a Member or Vested Former Member (or his or her Surviving Spouse)may be delayed to a date after the designated benefit payment date ifcalculation of the amount of the payment is not administratively practicabledue to events beyond the control of the Member or Vested Former Member (or hisor her Surviving Spouse) and such delay is for reasons that are commerciallyreasonable, provided that payment is made as soon as payment isadministratively practicable.  Any payment delayed pursuant to thisSection 3.3(d) will be adjusted to reflect the deferred payment dateby multiplying the payment by the product of the six-month CMT Treasury Billannualized yield rate as published by the U.S. Treasury for the date on whichsuch payment would have been made but for the delay multiplied by a fraction,the numerator of which is the 

 

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number of days by which such payment was delayed and thedenominator of which is 365.

 

3.4           Lump Sum Calculation. The lump sum payment of aMember’s or a Vested Former Member’s Retirement Benefit or Deferred VestedBenefit shall equal the present value of such benefit, and such present valueshall be determined:  (a) on theassumption that it is payable in the form of a fully subsidized joint and 50percent survivor annuity if such Member or Vested Former Member is married; and(b) on the basis of (i) a discount rate equal to 85% of the averageof the 15-year non-callable U.S. Treasury bond yields (or, in the event that15-year non-callable U.S. Treasury bond yields are unavailable, such proxy forthe same as the Plan Administrator may reasonably select) as of the close ofbusiness on the last business day of each of the three months immediatelypreceding the benefit payment date provided in Section 3.3(a), and (ii) the1983 Group Annuity Mortality Table.

 

3.5           Nonpayment of Benefits. Subject to Section 3.8 hereof, no benefits shall be paid to aMember, Vested Former Member or Surviving Spouse if the Member or Vested FormerMember has:

 

(a)           become a stockholder (unless suchstock is listed on a national securities exchange or traded on a daily basis inthe over-the-counter market and the Member’s or Vested Former Member’sownership interest is not in excess of 2% of the company whose shares are beingpurchased), employee, officer, director or consultant of or to a company, or amember or an 

 

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employee of or a consultant to apartnership or any other business or firm, which competes with any of thebusinesses identified in the Company’s Employee Protection Plan, or such Memberor Vested Former Member accepts any form of compensation from such competingentity;

 

(b)           been discharged from employment withthe Company or any Affiliated Employer for Cause;

 

(c)            failed to retain in confidence anyand all confidential information concerning the Company or any AffiliatedEmployer and its respective business which was known or became known to theMember or Vested Former Member, except as otherwise required by law and exceptinformation (i) ascertainable or obtained from public information, (ii) receivedby the Member or Vested Former Member at any time after the Member’s or VestedFormer Member’s employment by the Company or any Affiliated Employerterminated, from a third party not employed by or otherwise affiliated with theCompany or any Affiliated Employer, or (iii) which was or became known tothe public by any means other than a breach of this Section 3.5; or

 

(d)           made disparaging comments about theCompany or any Affiliated Employer in any communications, written or oral, withany individual, company, government body or agency or any other entitywhatsoever.  For purposes hereof,  “disparage” shall mean any communication,including, but not limited to, any statements, actions or insinuations, madeeither 

 

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directly or through a third party,that would tend to lessen the standing or stature of  the Company or any Affiliated Employer in theeyes of a customer, a prospective customer, a shareholder or a prospectiveshareholder.

 

3.6           Notification of Nonpayment ofBenefits.  Subject to Section 3.8 hereof, in anycase described in Section 3.5, the Member, Vested Former Member orSurviving Spouse shall be given prior written notice that no benefits will bepaid to such Member, Vested Former Member or Surviving Spouse and shall beprovided an opportunity to be heard prior to any such nonpayment of benefits.  Such written notice shall specify theparticular act(s), or failures to act, and the basis on which the decision notto pay his or her benefits has been made.

 

3.7           Repayment of Benefits Paid as LumpSum.

 

(a)           Subject to Section 3.8 hereof,a Member or Vested Former Member who engages in any of the acts described in Section 3.5shall, within 60 days after written notice by the Company, repay to the Companythe amount described in Section 3.7(b).

 

(b)           The amount described in this Section shallequal the amount of the Member’s or Vested Former Member’s lump sum benefitpaid under this Plan to which such Member or Vested Former Member would nothave been entitled, if such lump sum benefit had instead been payable in theform of an annual life annuity under this Plan and such annuity payments weresubject to the provisions of Section 3.5.

 

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3.8           Change in Control.

 

(a)           Anything in this Plan to thecontrary notwithstanding:

 

(i)            Any Member, whose employment withthe Company or an Affiliated Employer is involuntarily terminated by theCompany or an Affiliated Employer at or within two years following a Change inControl for a reason other than Cause or whose employment is voluntarilyterminated by the Member with Good Reason at or within two years following aChange in Control shall be deemed to have completed five years of Service forpurposes of Section 3.2(a) hereof and shall be credited withthree additional years of Service for purposes of calculating the benefitspayable under Sections 3.1(b) or 3.2(b) hereof and, notwithstandingthe provisions of Section 3.3 of this Plan, any reductions in the benefitspayable under Sections 3.1(b) or 3.2(b) otherwise applicable underSections 3.3 (a) (1), (2), (3) or (4) shall not apply.  Payment of such benefits shall be made at the time and in the formprovided in Section 3.3, provided that with respect to Deferred VestedBenefits, the time of payment shall be determined without regard to whether theMember has attained age 55.  Moreover,the interest and mortality factors specified in Section 3.4 shall applyfor purposes of calculating the lump sum payment of such benefits. In addition,in the event that a Member’s Service shall have been limited pursuant to Section 1.34(c) todisregard all or any portion of service prior to 

 

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such Member’s participation in the Plan, suchlimitation shall be eliminated in the event of such Member’s termination ofemployment at or within two years following a Change in Control as providedabove in this subsection (i).

 

(ii)           In the event of a Potential Changein Control or Change in Control, the Company shall, not later than 15 daysthereafter, have established one or more so-called “rabbi” trusts and shalldeposit therein cash in an amount sufficient to provide for full payment of allpotential benefits payable under the Plan at or following a Change in Control;provided, however, that nosuch deposit shall be made if it would cause a violation of  the funding limitations of Section 409A(b)(3) ofthe Code.  Such rabbi trust(s) shallbe irrevocable and shall provide that the Company may not, directly orindirectly, use or recover any assets of the trust(s) until such time asall obligations which potentially could arise hereunder have been settled andpaid in full, subject only to the claims of creditors of the Company in theevent of insolvency or bankruptcy of the Company; provided, however, that if noChange in Control has occurred within two years after such Potential Change inControl, such rabbi trust(s) shall at the end of such two-year periodbecome revocable and may thereafter be revoked by the Company.

 

(iii)          The provisions of Sections 3.5through 3.7 shall be of no force or effect with respect to Members who Retireor who have a 

 

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Separation from Service for the reasons described in Section 3.8(a)(i) within a two-yearperiod following a Change in Control.

 

**SECTION 4 - DISABILITY BENEFITS**

 

4.1           Eligibility.  A Member who has become Disabled shall beentitled to the Disability Benefit described in Section 4.2.

 

4.2           Amount.  The Disability Benefit of a Member entitledthereto shall be an annual benefit payable in monthly installments under thisPlan during the same period as disability benefits are actually paid by theBasic Disability Plan, in an amount equal to 60% of the Member’s CoveredEarnings, offset by the Member’s (a) Basic Disability Plan Benefit, (b) BasicPlan Benefit, if the Basic Disability Plan Benefit is offset by such Basic PlanBenefit, and (c) Other Disability Income.

 

**SECTION 5- SURVIVING SPOUSE’S BENEFITS**

 

5.1           Death Prior to Benefit Payment. Upon the death of a Member or Vested Former Member, prior to the paymentof his or her Retirement Benefit or Deferred Vested Benefit hereunder, any suchMember shall be deemed to have completed five years of Service for purposes of Section 3.2(a) andhis or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefitunder this Plan equal to 50% of the Retirement or Deferred Vested Benefit thatwould have been provided from the Plan had the Member or Vested Member retiredfrom or terminated employment with the Company or an Affiliated Employerwithout Cause on the 

 

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date of death and received paymenton the later of the date the Member would have attained age 55 or the date ofthe Member’s death.

 

5.2           Death On or After Benefit Payment. No benefit shall be payable under this Section 5**to the extent a Retirement Benefit or Deferred VestedBenefit was previously paid to a Member or Vested Former Member.

 

5.3           Payment of Surviving Spouse’sBenefit.  The Surviving Spouse’s Benefit provided underSection 5.1 will be payable in a lump sum. The amount of such lump sum payment shall be determined using theactuarial assumptions set forth in Section 3.4 applicable to suchspouse.  The lump sum shall be paid on thefirst day of the calendar month next following the calendar month in which theMember’s or Vested Former Member’s death occurred.

 

5.4           Reduction. Notwithstanding the foregoing provisions of this Section 5, theamount of a Surviving Spouse’s Benefit shall be reduced by one percentage pointfor each year (where a half year or more is treated as a full year) in excessof ten years that the age of the Member or Vested Former Member exceeds the ageof the Surviving Spouse.

 

**SECTION 6 - PLAN ADMINISTRATOR**

 

6.1           Duties and Authority. The Plan Administrator shall be responsible for the administration ofthe Plan and may delegate to any management committee, employee, director oragent its responsibility to perform any act hereunder, including, withoutlimitation, those matters involving the exercise of discretion; 

 

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provided, that such delegation shallbe subject to revocation at any time at the Plan Administrator’sdiscretion.  The Plan Administrator shallhave the sole discretion to determine all questions arising in connection withthe Plan, to interpret the provisions of the Plan and to construe all of itsterms, to adopt, amend, and rescind rules and regulations for theadministration of the Plan, and generally to conduct and administer the Planand to make all determinations in connection with the Plan as may be necessaryor advisable.  All such actions of thePlan Administrator shall be conclusive and binding upon all Members, FormerMembers, Vested Former Members, Surviving Spouses and other persons.

 

6.2           Presentation of Claims.  Claims for benefits shall be filed in writingwith the Plan Administrator.  Written orelectronic notice of the disposition of a claim shall be furnished to theclaimant within 90 days after the claim is filed (or within 180 days if specialcircumstances require an extension of time for processing the claim and ifnotice of such extension and circumstances is provided to the claimant withinthe initial 90-day period.)

 

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

 

(a)           thespecific reason(s) for denial;

 

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

 

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(c)                                  adescription of any additional material or information necessary for the claimantto perfect the claim, and an explanation of why such material or information isnecessary;

 

(d)                                 anexplanation of the Plan’s claims review procedures and the applicable timelimits for such procedures; and

 

(e)                                  astatement that the claimant has aright to bring a civil action under Section 502(a) of ERISA followingan adverse determination on review.

 

6.4           ClaimsReview Procedure.  Upon a denial, theclaimant is entitled (either in person or by his duly authorizedrepresentative) to:

 

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

 

(b)           review pertinent documents relating to thedenial; and

 

(c)           submitwritten comments, documents, records and other information relating to theclaim.

 

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6.5           Timing.  The Plan Administrator shall make itsdecision and notify the claimant with respect to a claim not later than 60 daysafter receipt of the request.  Such60-day period may be extended for another period of 60 days if the PlanAdministrator finds that special circumstances require an extension of time forprocessing and notice of the extension and special circumstances is provided tothe claimant within the initial 60-day period.

 

6.6           FinalDecision.  The claim for review shallbe 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 theinitial benefit determination.  The PlanAdministrator shall provide the claimant with written or electronic notice ofthe decision in a manner calculated to be understood by the claimant.  The notice shall include specific reasons forthe decision, specific references to the pertinent Plan provisions on which thedecision is based, a statement that the claimant has a right to bring a civilaction under Section 502(a) of ERISA, and a statement that theclaimant is entitled to receive, upon request and free of charge, reasonableaccess to and copies of all documents, records and other information relevantto the claim.  A document is relevant tothe claim if it was relied upon in making the determination, was submitted,considered or generated in the course of making the determination ordemonstrates that benefit determinations are made in accordance with the Planand that Plan provisions have been applied consistently with respect tosimilarly situated claimants.

 

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6.7                                 Delayed Payments.  If the Plan Administrator shall approve thepayment of a claim for benefits filed in accordance with the claims proceduresset forth hereinabove, any payment delayed pending the resolution of such claimwill be adjusted to reflect the deferred payment date by multiplying thepayment by the product of the six-month CMT Treasury Bill annualized yield rateas published by the U.S. Treasury for the date on which such payment would havebeen made but for the delay multiplied by a fraction, the numerator of which isthe number of days by which such payment was delayed and the denominator ofwhich is 365.

 

**SECTION 7- MISCELLANEOUS**

 

7.1                                 Amendment;Suspension.  The Board, may, in its sole discretionsuspend or amend this Plan at any time or from time to time, in whole or inpart and the Employee Benefits Committee of the Company may amend the Planwithout the approval of the Board with respect to amendments that suchCommittee determines do not have a significant effect on the cost of the Plan;provided, however, that no such suspension or amendment of the Plan may (a) adverselyaffect a Member’s or Vested Former Member’s benefit under the Plan to which heor she has become entitled in accordance with the Plan as in effect on the dateimmediately preceding the date of such suspension or amendment, or (b) adverselyaffect a Member’s or Vested Former Member’s right or the right of a SurvivingSpouse to receive a benefit in accordance with the Plan as in effect on thedate immediately preceding the date of such suspension or amendment, or (c) causeany payment that a Member, Vested Former Member or Surviving Spouse 

 

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is entitled to receive under this Plan to become subject to an incometax penalty or interest payable under Section 409A of the Code.

 

7.2                                 Termination. This Plan may be terminatedand lump sum distributions made to Members, Vested Former Members (or theirSurviving Spouses) of their Retirement Benefits and Deferred Vested Benefits hereunderonly in accordance with one of the following methods:

 

(a)                                  within twelve months of adissolution of the Company taxed under Section 331 of the Code, or withthe approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1(A),provided that Members’ or Vested Former Members’ Retirement Benefits orDeferred Vested Benefits are included in their gross incomes in the latest of:  (i) the calendar year in whichthe Plan termination and liquidation occurs; or (ii) the first calendaryear in which the payment is administratively practicable;

 

(b)                                 within the thirty days preceding orthe twelve months following a change in control as defined in Regulations Section 1.409A-2(g)(4)(i),provided that all agreements, methods, programs, and other arrangementssponsored by the service recipient, as defined in Regulations Section 1.409A-1(g),immediately after the time of the change in control event with respect to whichdeferrals of compensation are treated as having been deferred under a singleplan under Regulations Section 1.409A-1(c)(2) are terminated andliquidated with respect to each participant who experienced the change incontrol event, so that under the terms of the termination and liquidation all 

 

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such participants are required to receive all amounts ofcompensation deferred under the terminated agreements, methods, programs, andother arrangements within twelve months of the date the service recipientirrevocably takes all necessary action to terminate and liquidate theagreements, methods, programs, and other arrangements, provided that theservice recipient with the discretion to liquidate and terminate theagreements, methods, programs, and other arrangements is the service recipientthat is primarily liable immediately after the transaction for the payment ofthe deferred compensation;

 

(c)                                  (i) the termination andliquidation does not occur proximate to a downturn in the financial health ofthe Company; (ii) all arrangements sponsored by the Company that would beaggregated with any terminated arrangement under Regulations Section 1.409A-1(c) ifthe same Member or Vested Former Member participated in all of the arrangementsare terminated; (iii) no payments other than payments that would be payableunder the terms of the arrangements if the termination had not occurred aremade within twelve months of the date the Company takes all necessary action toirrevocably terminate and liquidate the arrangements; (iv) all paymentsare made within twenty-four months of the date the Company takes all necessaryaction to irrevocably terminate and liquidate the arrangements; and (v) theCompany does not adopt a new arrangement that would be aggregated with anyterminated arrangement under Regulations Section 1.409A-1(c) if thesame Member or Vested Former Member participated 

 

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in both arrangements, at any time within three yearsfollowing the date the Company takes all necessary action to irrevocablyterminate and liquidate the arrangements; or

 

(d)                                 such other events and conditions asthe Internal Revenue Service may prescribe.

 

Anything in this Section 7 to the contrarynotwithstanding, no such termination of the Plan may (a) adversely affecta Member’s or Vested Former Member’s benefit under the Plan to which he or shehas become entitled in accordance with the Plan as in effect on the dateimmediately preceding the date of such termination, or (b) adverselyaffect a Member’s or Vested Former Member’s right or the right of a SurvivingSpouse to receive a benefit in accordance with the Plan as in effect on thedate immediately preceding the date of such termination, or (c) cause anypayment that a Member, Vested Former Member or Surviving Spouse is entitled to receiveunder this Plan to become subject to an income tax penalty or interest payableunder Section 409A of the Code.

 

7.3                                 NoEmployment Rights.  Nothing contained herein will confer upon anyMember, Former Member or Vested Former Member the right to be retained in theservice of the Company or any Affiliated Employer, nor will it interfere withthe right of the Company or any Affiliated Employer to discharge or otherwisedeal with Members, Former Members or Vested Former Members with respect tomatters of employment.

 

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7.4                                 UnfundedStatus.  Members and Vested Former Members shall havethe status of general unsecured creditors of the Company, and this Planconstitutes a mere promise by the Company to make benefit payments at the timeor times required hereunder. It is the intention of the Company that this Planbe unfunded for tax purposes and for purposes of Title I of ERISA and any trustcreated by the Company and any assets held by such trust to assist the Companyin meeting its obligations under the Plan shall meet the requirements necessaryto retain such unfunded status.

 

7.5                                 Arbitration. Any dispute or controversy arising under or in connection withthe Plan shall be settled exclusively by arbitration in Fairfield, Connecticutin accordance with the rules of the American Arbitration Association ineffect at the time of such arbitration. The Company shall promptly pay or reimburse on a fullygrossed-up and after-tax basis (so that the recipient of such reimbursement isheld economically harmless) all reasonable costs and expenses (including feesand disbursements of counsel and pension experts) incurred by a Member, VestedFormer Member, Former Member or Surviving Spouse to assert rights under thisPlan for so long as such rights may exist or in any proceeding in connectiontherewith brought by a Member, Vested Former Member, Former Member or SurvivingSpouse, whether or not such Member, Vested Former Member, Former Member orSurviving Spouse is ultimately successful in enforcing such rights or in suchproceeding; provided, however, that no reimbursement shall be owed with respectto expenses relating to any unsuccessful assertion of rights or proceeding ifand to the extent that such assertion or proceeding was initiated or maintained

 

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in bad faith or was frivolous asdetermined by the arbitrators or a court having jurisdiction over thematter.  The amount of expense eligiblefor reimbursement in any one taxable year of the Member, Vested Former Member,Former Member or Surviving Spouse shall not affect the amount of expenseeligible for reimbursement in any other taxable year of the Member, VestedFormer Member, Former Member or Surviving Spouse.  The reimbursement of expenses shall be madeeach calendar quarter and not later than the last day of the taxable year ofthe Member, Vested Former Member, Former Member or Surviving Spouse in whichthe expense was incurred.  The right toreimbursement of any expense under this Section 7.5 shall not be subjectto liquidation or exchange for another benefit.

 

7.6                                 NoAlienation.  Except as otherwise provided in Section 3.3(c)(i),a Member’s or Vested FormerMember’s right to benefit payments under the Plan shall not be subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment or garnishment by creditors of such Member or VestedFormer Member or his or her Surviving Spouse.

 

7.7                                 Withholding. The Company may withhold from any benefit under the Plan an amountsufficient to satisfy its tax withholding obligations.

 

7.8                                 GoverningLaw.  The Plan shall be governed by and construedin accordance with the laws of the State of Connecticut applicable to contractsmade and to be performed in such state to the extent not preempted by federallaw. Anything in this Plan to the contrary notwithstanding, the terms of thisPlan shall be 

 

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interpreted and applied in a mannerconsistent with the requirements of Section 409A of the Code and theRegulations thereunder so as not to subject any Member, Vested Former Member orSurviving Spouse to the payment of any tax penalty or interest which may beimposed by Section 409A of the Code and the Company shall have no right toaccelerate or make any payment under this Plan except to the extent such actionwould not subject any Member, Vested Former Member or Surviving Spouse to thepayment of any tax penalty or interest under Section 409A of theCode.  If a Member, Vested Former Memberor Surviving Spouse becomes subject to any tax penalty or interest under Section 409Aof the Code by reason of his or her participation in this Plan, the Companyshall reimburse such Member, Vested Former Member or Surviving Spouse, as thecase may be, on a fully grossed-up and after-tax basis for any such tax penaltyor interest (so that the recipient of such reimbursement is held economicallyharmless) ten business days prior to the date such tax penalty or interest isdue and payable by such Member, Vested Former Member or Surviving Spouse to thegovernment.

 

7.9                                 Successors. The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all ofthe business and/or assets of the Company to expressly assume and agree toperform the obligations of the Company under this Plan in the same manner andto the same extent that the Company would have been required to perform suchobligations if no such succession had taken place and such assumption shall bean 

 

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express condition to theconsummation of any such purchase, merger, consolidation or other transaction.

 

7.10                           Integration. In the event of any conflict or ambiguity between this Plan and theterms of any employment agreement between a Member and the Company or anyChange in Control Agreement between a Member and the Company (this Plan and anysuch employment agreement or Change in Control Agreement being collectivelyreferred to herein as the “arrangements”), such conflict or ambiguity shall beresolved in accordance with the terms of that arrangement which are mostbeneficial to the Member; provided, however, that no such resolution of anysuch conflict or ambiguity shall operate to cause the Member to receiveduplicate payments or benefits under the arrangements.

 

 
|   | IMS Health Incorporated                   |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |   |
|   | Senior Vice President,  Human Resources,  |
|   | on behalf of the IMS  Health Incorporated |
|   | Employee Benefits  Committee              |
|   |                                      |
|   |                                      |
|   | Date:                                     |   |
|        |                                           |  |  |

 

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