**Exhibit 10.3**

 

*Compensation of Directors*

 

*Board members who are not employees of IMSreceive compensation for Board service. Mr. Carlucci is the only IMSemployee now serving on the Board. This summarizes the policy of IMS forcompensation payable to non-employee Directors as in effect at April 18,2006.*

 
| *Annual Retainer*          | * * | *$45,000, payable in quarterly installments*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------------------|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Committee Chairman Fees:* | * * | *$10,000 annually, payable in quarterly installments*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Lead Director Fees:*      | * * | *$30,000 annually, payable in quarterly installments*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Attendance Fees:*         | * * | *$1,500 for each Board meeting, $1,500 for each Board committee  meeting*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Restricted Stock Units:*  | * * | *2,250 restricted stock units annually; these units are subject to a  risk of forfeiture upon termination of service and restrictions on  transferability for a one-year period, subject to acceleration upon death,  disability or upon termination in other circumstances as determined by the  Compensation & Benefits Committee; the units are settled by delivery  of shares, and until that time do not have voting rights but carry a right to  payment of dividend equivalents, subject to vesting of the units and payable  upon settlement.*                                                                                           |
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| * *                   | * * | *In addition, in 2006, a grant of restricted stock units with a value  of $50,000; these units are subject to a risk of forfeiture upon termination  of service and restrictions on transferability which lapse as to 25% of the  units each year over a four-year period, subject to acceleration upon death,  disability or upon termination in other circumstances as determined by the  Compensation & Benefits Committee; the units are settled by delivery  of shares, and until that time do not have voting rights but carry a right to  payment of dividend equivalents, subject to vesting of the units and payable  upon settlement.* |
| * *                   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| *Restricted Stock:*        | * * | *One-time grant of Common Stock with a value of $40,000 upon initial  election as a Director; these shares are subject to a risk of forfeiture for  five years but restrictions lapse upon death, disability or upon termination  in other circumstances as determined by the Compensation and Benefits  Committee;*                                                                                                                                                                                                                                                                                                                                      |

 

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| * * | * * | *dividends are unrestricted.* |
|----------|----------|-------------------------------|

 

*Directors may elect to defer all or part oftheir compensation under our Non-Employee Directors’ Deferred CompensationPlan, a non-qualified plan. Under this plan, the participating Directors may directdeferrals to an account to be credited as deferred cash or deferred shareunits. The number of share units acquired is determined by dividing the cashamount deferred by 100% of the fair market value of the stock at the deferraldate. A feature of the Plan permitting deferral of cash compensation into stockoptions is not available in 2006. Deferrals of restricted stock units are alsopermitted. Deferrals are non-forfeitable.*

 

*If there is a changein control of IMS, Directors’ stock options, restricted stock or restrictedstock units generally will become vested. For this purpose, the term “change incontrol” has the same meaning as under the Change-in-Control Agreements, describedin the Company’s proxy statement for its 2006 Annual Meeting of Shareholders,filed with the Securities and Exchange Commission on March 24, 2006.*

 

*Expenses forattending Board and committee meetings and fulfilling other duties as directorsare reimbursed by IMS.*

 

*The Board ofDirectors has adopted share ownership guidelines for non-employee Directorsbecause it believes that each non-employee Director should maintain ameaningful investment in IMS.*

 

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