**Exhibit10.1**

 

**FirstAmendment to theIMS Health Incorporated U.S. Executive Retirement Plan**

 

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

 

1.                                       Section1.34 of the Plan is deleted.

 

2.                                       Section1.1 of the Plan is amended to read in its entirety as follows:

 

“1.1                           “ActuarialEquivalent Value” shall mean a benefit of equivalent value computed on thebasis of the mortality table and interest rate used to calculate accruedbenefits under the Basic Plan.”

 

3.                                       Thefirst paragraph of Section 1.9 of the Plan is amended to read in its entiretyas follows:

 

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

 

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

 

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

 

5.                                       Thefirst paragraph of Section 1.11 of the Plan is amended to read in its entiretyas follows:

 

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

 

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

 

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

 

7.                                       Thefirst paragraph of section 1.22 of the Plan is amended to read in its entiretyas follows:

 

“1.22                     “GoodReason” If a Member shall have terminated employment for “Good Reason”under the terms of such Member’s Change in Control Agreement or employmentagreement with the Company, if any, then such Member shall be deemed to haveterminated employment for “Good Reason” under this Plan.  Otherwise “Good Reason” shall mean, withoutthe Member’s express written 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 respectthereof:”

 

8.                                       Section1.22(g) of the Plan is amended to read in its entirety as follows:

 

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

 

9.                                       Section1.23 of the Plan is amended to read in its entirety as follows:

 

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

 

10.                                 Thefollowing new Section 1.28 is added to the Plan and subsequent sections arerenumbered accordingly:

 

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

 

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11.                                 Section1.29(b) of the Plan is amended to read in its entirety as follows:

 

“(b)                           anyPerson (including the Company), as defined in Section 1.11(a) hereof, publiclyannounces an intention to take or to consider taking actions which ifconsummated would constitute a Change in Control; or”

 

12.                                 Section1.30 of the Plan is amended to read in its entirety as follows:

 

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

 

13.                                 Section1.32 of the Plan is amended to read in its entirety as follows:

 

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

 

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Member or Former Member or Vested Former Member underthis Plan,  an employment agreementbetween the Company or an Affiliated Employer and such person or a Change inControl Agreement in effect at the time of such person’s termination ofemployment, or otherwise approved in writing by the CEO.”

 

14.                                 Section2.1 of the Plan is amended to read in its entirety as follows:

 

“2.1                           Commencementof Participation. Such key executives of the Corporation and its AffiliatedEmployers as are designated by the CEO in writing and, in the case of officersof the Company or its Affiliated Employers, approved by the Compensation andBenefits Committee of the Board, shall participate in the Plan as of a datedetermined by the CEO.”

 

15.                                 Section2.2 of the Plan is amended to read in its entirety as follows:

 

“2.2                           Terminationof Participation.  A Member’sparticipation in the Plan shall terminate upon termination of his or heremployment with the Company or any Affiliated Employer. Prior to termination ofemployment, a Member may be removed, upon written notice by the CEO, and, inthe case of officers of the Company or its Affiliated Employers, as approved bythe Compensation and Benefits Committee of the Board, from further participationin the Plan. As of the date of termination or removal, no further benefitsshall accrue to such individual hereunder.”

 

16.                                 Section3.3(a) of the Plan is amended to read in its entirety as follows:

 

“(a)                            Exceptas provided under Section 3.3(b) or Section 3.3(c), the Retirement Benefit orDeferred Vested Benefit under this Plan, as the case may be, shall be payablein monthly installments in the form of a straight life annuity and withoutregard to any optional form of benefits elected under the Basic Plan.  Payments shall commence as of the first dayof the calendar month coinciding with or next following (i) the earlier of thedate the Member or Vested Former Member attains age 65 or the date of theMember’s or Vested Former Member’s Retirement, in the case of RetirementBenefits or (ii) the later of the date the Member or Vested Former Memberattains age 55 or terminates employment, in the case of Deferred VestedBenefits, and shall commence to be paid on such date or as soon asadministratively practicable thereafter, with interest as determined by thePlan Administrator for any delay in payment.”

 

17.                                 Section3.3(b) of the Plan is amended to read in its entirety as follows:

 

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

 

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

 

18.                                 Section3.4(a) of the Plan is amended to read in its entirety as follows:

 

“(a)                            AMember or Vested Former Member may elect to receive all, none, or a specifiedportion, as provided in Section 3.4(c), of his or her Retirement Benefit orDeferred Vested Benefit under the Plan as a lump sum and to receive any balanceof such benefit in the form of an annuity; provided that any such Lump SumElection shall be effective for purposes of this Plan only if the conditions ofSection 3.4(b) are satisfied.  EffectiveJanuary 1, 2003, a Lump Sum Election made by a Member or Vested Former Memberin accordance with the terms of any plan maintained by the Company described inSection 201(2) of ERISA shall be effective with respect to this Plan. A Memberor Vested Former Member may elect a payment form different than the paymentform previously elected by him or her under this Section 3.4(a) by filing arevised election form; provided that any such new election shall be effectiveonly if the conditions of Section 3.4(b) are satisfied with respect to such newelection.  Any prior Lump Sum Electionmade by a Member that has satisfied the conditions of Section 3.4(b) shallremain effective for purposes of the Plan until such Member has made a newelection satisfying the conditions of Section 3.4(b).  The amount of any portion of a Member’s or a Vested FormerMember’s Retirement Benefit or Deferred Vested Benefit payable as a lump sumunder this Section 3.4 shall equal the present value of such portion of thebenefit, and such present value shall be determined (i) on the assumption thatit is payable in the form of a joint and 50 percent survivor annuity if suchMember or Vested Former Member is married; and (ii) on the basis of (1) adiscount rate equal to 85% of the average of the 15-year non-callable U.S.Treasury bond yields (or, in the event that 15-year non-callable U.S. Treasurybond yields are unavailable, such proxy for the same as the Plan Administratormay reasonably select) as of the close of business on the last business day ofeach of the three months immediately preceding the date provided in Section3.3(a) as of which

 

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

 

19.                                 Section3.4(d) of the Plan is amended to read in its entirety as follows:

 

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

 

20.                                 Section3.7(a) of the Plan is amended to read in its entirety as follows:

 

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

 

21.                                 Section3.8(a)(i) of the Plan is amended to read in its entirety as follows:

 

“(i)                               AnyMember, whose employment with the Company or an Affiliated Employer isinvoluntarily terminated by the Company or an Affiliated Employer at or withintwo years following a Change in Control for a reason other than Cause or whoseemployment is voluntarily terminated by the Member with Good Reason at orwithin two years following a Change in Control shall be deemed to havecompleted three years of Service for purposes of Sections 3.1(a) and 3.2(a)hereof and shall be credited with three additional years of Service forpurposes of calculating the benefits payable under Sections 3.1(b) or 3.2(b)hereof, as the case may be. Notwithstanding the provisions of Section 3.3 of this Plan to thecontrary, payment of the Actuarial Equivalent Value of such benefits shall bemade in the form provided in Section 3.3 commencing as provided in Section3.3(a) or (b), as the case may be, provided that with respect to DeferredVested Benefits, the commencement of payment shall be determined without regardto whether the Member has attained age 55 and, provided further, that theActuarial Equivalent Value of such benefits shall be determined by creditingsuch Member with three additional years of age and on the assumption thatunreduced benefits are payable upon the Member’s attainment of age 55.  Moreover, for purposes of determining

 

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the Actuarial Equivalent Value of such benefitspayable in the form of a lump sum, the interest and mortality factors specifiedin Section 3.4(a) shall apply.  Inaddition, in the event that a Member’s Service shall have been limited pursuantto Section 1.30(iii) to disregard Service prior to such Member’s participationin the Plan, such limitation shall be eliminated in the event of such Member’stermination of employment at or within two years following a Change in Controlas provided above in this subsection (i).”

 

22.                                 Section3.8(a)(iii) of the Plan is amended to read in its entirety as follows:

 

“(iii)                         Theprovisions of Sections 3.5 through 3.7 shall be of no force or effect withrespect to Members who Retire or terminate employment within a two-year periodfollowing a Change in Control.”

 

23.                                 Section4.1(b) of the Plan is amended to read in its entirety as follows:

 

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

 

24.                                 Section5.1 of the Plan is amended to read in its entirety as follows:

 

“5.1                           DeathPrior to Benefit Commencement. Upon the death of a Member or Vested FormerMember, prior to the commencement of his or her Retirement Benefit or DeferredVested Benefit hereunder, any such Member shall be deemed to have completedthree years of Service for purposes of Section 3.1(a) and 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 Employer on thedate of death and commenced benefits on the later of the date the Member wouldhave attained age 55 or the date of the Member’s death.”

 

25.                                 Section5.3 of the Plan is amended to read in its entirety as follows:

 

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

 

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

 

26.                                 Section6.2 of the Plan is amended to read in its entirety as follows:

 

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

 

27.                                 Thefollowing new Section 6.3 is added to the Plan:

 

“6.3                           ClaimsDenial Notification.  If a claim iswholly or partially denied, the Plan Administrator shall furnish to theclaimant a written notice setting forth in a manner calculated to be understoodby the claimant:

 

(a)                                  thespecific reason(s) for denial;

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

(c)                                  adescription of any additional material or information necessary for theclaimant to perfect the claim, and an explanation of why such material orinformation is necessary;

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

(e)                                  astatement that the claimant has a right to bring a civil action under Section502(a) of ERISA following an adverse determination on review.”

 

28.                                 Thefollowing new Section 6.4 is added to the Plan:

 

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

 

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

(b)                                 reviewpertinent documents relating to the denial; and

 

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

 

29.                                 Thefollowing new Section 6.5 is added to the Plan:

 

“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.  Such 60-dayperiod may be extended for another period of 60 days if the Plan Administratorfinds that special circumstances require an extension of time for processingand notice of the extension and special circumstances is provided to theclaimant within the initial 60-day period.”

 

30.                                 Thefollowing new Section 6.6 is added to the Plan:

 

“6.6                           FinalDecision.  The claim for reviewshall be given a full and fair review that takes into account all comments,documents, records and other information submitted that relates to the claim,without regard to whether such information was submitted or considered in 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 reasonsfor the decision, specific references to the pertinent Plan provisions on whichthe decision is based, a statement that the claimant has a right to bring acivil action under Section 502(a) of ERISA, and a statement that the claimantis entitled to receive, upon request and free of charge, reasonable access toand copies of all documents, records and other information relevant to theclaim.  A document is relevant to theclaim 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.”

 

31.                                 Section7.1 of the Plan is amended to read in its entirety as follows:

 

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

 

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Employee Benefits Committee of the Company may amendthe Plan without the approval of the Board of Directors of the Company with respectto amendments that such Committee determines do not have a significant effecton the cost of the Plan.”

 

32.                                 Section7.3 of the Plan is amended to read in its entirety as follows:

 

“7.3                           Payoutin Discretion of the Plan Administrator. Notwithstanding anything herein tothe contrary, at any time following the termination of service of the Member orVested Former Member, the Plan Administrator may authorize, under uniform rulesapplicable to all Members, Vested Former Members and Surviving Spouses underthe Plan, a lump sum distribution of a Member’s or Vested Former Member’sRetirement Benefit or Deferred Vested Benefit or a lump sum distribution of aSurviving Spouse’s Benefit under the Plan, in full satisfaction of all presentand future Plan liability with respect to such Member, Vested Former Memberand/or Surviving Spouse, if the present value of such Retirement Benefit,Deferred Vested Benefit or Surviving Spouse’s Benefit, determined in accordancewith the provisions of Section 3.4(a) with respect to Retirement Benefits andDeferred Vested Benefits, and Section 5.4 with respect to Surviving Spouse’sBenefits, on the assumption that the Member or Vested Former Member made anElection under Section 3.4, is less than $250,000.  Such lump sum distribution may be made without the consent of theMember, Vested Former Member or Surviving Spouse.”

 

33.                                 Section7.5 of the Plan is amended to read in its entirety as follows:

 

“7.5                           Arbitration.The provisions of this Section 7.5 shall be effective January 1, 2003. Anydispute or controversy arising under or in connection with the Plan shall besettled exclusively by arbitration in New York, New York in accordance with therules of the American Arbitration Association in effect at the time of sucharbitration. Upon submission of invoices, the Company shall promptly pay orreimburse all reasonable costs and expenses (including fees and disbursementsof counsel and pension experts) incurred to assert rights under this Plan or inany proceeding in connection therewith, brought by a Member, Vested FormerMember, Former Member or Surviving Spouse, whether or not such Member, VestedFormer Member, Former Member or Surviving Spouse is ultimately successful inenforcing such rights or in such proceeding; provided, however, that noreimbursement shall be owed with respect to expenses relating to anyunsuccessful assertion of rights or proceeding if and to the extent that suchassertion or proceeding was initiated or maintained in bad faith or wasfrivolous as determined by the arbitrators or a court having jurisdiction overthe matter, in which case any amounts previously paid by the Company shall bepromptly repaid.”

 

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34.                                 Section7.6 of the Plan is amended to read in its entirety as follows:

 

“7.6                           NoAlienation.  A Member’s or VestedFormer Member’s right to benefit payments under the Plan shall not be subjectin any manner 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.”

 

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