**EXHIBIT10.1**

 

RESTRICTED STOCKUNITS AGREEMENT

 

RESTRICTED STOCKUNITS GRANTEDUNDER THE 1998 IMS HEALTH INCORPORATEDNON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

 

This Restricted StockUnits Agreement (the Agreement) confirms the grant of Restricted Stock Units(RSUs) as of                               (the Grant Date) by the Compensation and Benefits Committee (the Committee) ofthe Board of Directors of IMS Health Incorporated (the Company) as follows:

 
| Participant Granted  RSUs: |   |
|----------------------------|--------|
|                       |   |
| Number of RSUs Granted:    |   |
|                       |   |
| Scheduled Lapse Date:      |   |

 

TheRSUs are granted under the 1998 IMS Health Incorporated Non-Employee Directors’Stock Incentive Plan (the Plan).  TheRSUs are subject to all the terms and conditions of the Plan, which is attachedhereto and incorporated herein by reference, and are subject to the terms andconditions of this Agreement, including the Terms and Conditions attachedhereto, which are incorporated herein by reference.

 

Participant acknowledgesand agrees that (i) until an RSU has become vested in accordance with Section 2(a)hereof, such RSU will be subject to a risk of forfeiture to the extent providedin Section 2 hereof, and (ii) until the later of the time each RSU becomesvested or the end of any additional period of deferral elected by Participantin accordance with Section 4 hereof, such RSU shall be generallynontransferable, as provided in Section 3 hereof.

 

IN WITNESS WHEREOF, IMSHealth Incorporated has caused this Agreement to be executed by its officerthereunto duly authorized.

 

Bythe Company’s signature, and your acceptance of theseRSUs (as described in the attached Terms and Conditions), you and the Companyagree to the terms of this Agreement.  Ifyou make any deferral election in this Agreement, you must sign the Agreement and return it to the Executive Compensation & EquityPlans Department by the date specified in the attached Terms and Conditions.

 
|   | IMS HEALTH INCORPORATED               |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | David M. Thomas                       |
|   | Chairman and Chief  Executive Officer |

 

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Terms andConditions

 

ofRestricted Stock Units

 

1.                                       RestrictedStock Units

 

Each Restricted StockUnit (RSU) represents a generally nontransferable, conditional right to receiveone share of the Company’s Common Stock (a Share) at a specified future date,together with a right to Dividend Equivalents and other rights, subject to theterms and conditions of the 1998 IMS Health Incorporated Non-Employee Directors’Stock Incentive Plan (the Plan) and this Agreement.  RSUs are bookkeeping units, and do notrepresent ownership of Shares or any other equity security. The Company shallmaintain a bookkeeping account for Participant (the Account) reflecting thenumber of RSUs then credited to Participant hereunder as a result of this grantof RSUs and any crediting of additional RSUs to Participant pursuant topayments equivalent to dividends paid on Shares under Section 5 (DividendEquivalents).  For purposes of thisAgreement, the term RSUs includes RSUs as to which the risk of forfeiture underSection 2 has lapsed but which remain subject to deferral of settlement.

 

2.                                       Vestingand Forfeiture

 

(a)                                  RSUsgranted hereunder shall vest (meaning that the risk of forfeiture of such RSUsunder this Section 2 shall lapse) at the scheduled lapse date set forth onthe cover page of this Agreement, except that all RSUs shall vest on anaccelerated basis upon the earliest of (i) the termination of a Participant’sservice as a director of the Company by reason of death or Disability; (ii) thetermination of a Participant’s service as a director of the Company for anyreason other than death or Disability if the Committee (excluding any memberthereof whose own RSU is at issue) has specifically approved the acceleratedvesting of the RSUs upon such termination of service, or (iii) the occurrenceof a Change in Control if the Committee has specifically approved theaccelerated vesting of the RSUs upon such Change in Control.  Each RSU credited as a result of DividendEquivalents on a forfeitable RSU and any cash amount payable as DividendEquivalents on a forfeitable RSU under Section 5(a) shall vest at the timeof vesting of the forfeitable RSU which gives rise, directly or indirectly, tothe crediting of such Dividend Equivalent RSU or cash.  Each RSU credited as a result of DividendEquivalents on a then non-forfeitable RSU under Section 5(a) shall befully vested and non-forfeitable from and after the date of such crediting, andany cash amount credited as Dividend Equivalents on a then non-forfeitable RSUshall be deemed to be fully vested and non-forfeitable at the time it iscredited and shall be paid at the time of settlement.

 

(b)                                 Inthe event of Participant’s termination of service as a director of the Company,all RSUs that are not vested at or prior to the time of such termination shallbe forfeited, unless otherwise determined by the Committee.  Thus, upon termination of a Participant’sservice as a director of the Company for reasons other than death orDisability, unvested RSUs generally will be forfeited.

 

3.                                       Nontransferability

 

Until the later of thetime each RSU becomes vested or the end of any additional period of deferralelected by Participant in accordance with Section 4 below, such

 

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RSU shall not betransferable or assignable other than by will or by the laws of descent anddistribution or to a designated beneficiary in the event of Participant’sdeath, and no such transfer shall be effective to bind the Company unless theCommittee shall have been furnished with a copy of such will or such otherevidence as the Committee may deem necessary to establish the validity of thetransfer.

 

4.                                       Settlementand Election to Defer Settlement

 

RSUs granted hereunder,together with RSUs credited as a result of Dividend Equivalents, shall besettled by delivery of one Share for each RSU being settled.  Settlement of an RSU granted hereunder shalloccur upon the lapse of the risk of forfeiture of such RSU under Section 2,except settlement shall be deferred in certain cases if so elected byParticipant in accordance with this Section 4.  Settlement of RSUs that directly orindirectly result from Dividend Equivalents on RSUs granted hereunder shalloccur at the time of settlement of the granted RSU.

 

By filling out this Section 4,signing, and returning this Agreement to the Executive Compensation &Equity Plans Department at least six months prior to the Scheduled Lapse Datefor any affected RSUs (or such other deadline as may be specified by the VicePresident, Global Human Resources), Participant may elect to defer the date ofsettlement of RSUs.  An election hereundershall be effective only in the case of RSUs which, but for the election, wouldhave been settled more than six months after the filing of the election.

 

Check Only One:

 

o                                    I hereby elect tohave my RSUs settled upon the lapse of the risk of forfeiture under Section 2.(Note: This election will apply if you do not return the Agreement to theCompany or if you do not check any box.)

 

o                                    I hereby elect todefer the settlement of my RSUs until the first business day of month                                          in the year              (subject to accelerated settlement in the event of a Change in Control, mydeath or Disability, or other termination of my service as a director of theCompany).

 

o                                    I hereby elect todefer the settlement of my RSUs until the termination of my service as adirector of the Company for any reason. Termination of my service as a director of the Company includes my deathor Disability (subject to accelerated settlement in the event of a Change inControl).

 

Any elective deferralwill be subject to such additional terms and conditions as the Committee mayimpose, including terms and conditions under the Company’s 1998 Non-EmployeeDirectors’ Deferred Compensation Plan.

 

5.                                       DividendEquivalents and Adjustments

 

(a)                                  DividendEquivalents shall be paid or credited on RSUs (other than RSUs that, at therelevant record date, previously have been settled or forfeited) as follows:

 

(i)                                     *Cash Dividends*.  Ifthe Company declares and pays a dividend or distribution on Common Stock in theform of cash and the record date for such cash dividend is prior to thesettlement of the associated RSU, then a Participant shall be entitled todividend equivalents calculated at the time of such settlement and credited andpaid in cash at settlement, without interest.

 

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(ii)                                  *Non-Share Dividends*. If the Company declares and pays a dividend or distribution on CommonStock in the form of property other than Shares, then a number of additionalRSUs shall be credited to Participant’s Account as of the payment date for suchdividend or distribution equal to the number of RSUs credited to the Account asof the record date for such dividend or distribution multiplied by the FairMarket Value of such property actually paid as a dividend or distribution on eachoutstanding Share at such payment date, divided by the Fair Market Value of aShare at such payment date.

 

(iii)                               *Common Stock Dividends and Splits*.  If the Company declares and pays a dividendor distribution on Common Stock in the form of additional Shares, or thereoccurs a forward split of Common Stock, then a number of additional RSUs shallbe credited to Participant’s Account as of the payment date for such dividendor distribution or forward split equal to the number of RSUs credited to theAccount as of the record date for such dividend or distribution or splitmultiplied by the number of additional Shares actually paid as a dividend ordistribution or issued in such split in respect of each outstanding Share.

 

(b)                                 Thenumber of RSUs credited to Participant’s Account shall be appropriatelyadjusted, in order to prevent dilution or enlargement of Participants’ rightswith respect to RSUs, to reflect any changes in the outstanding Sharesresulting from any event referred to in Section 9(a) of the Plan, takinginto account any RSUs credited to Participant in connection with such eventunder Section 5(a) hereof.

 

6.                                       OtherTerms Relating to RSUs

 

(a)                                  Thenumber of RSUs credited to a Participant’s Account shall include fractionalRSUs calculated to at least three decimal places, unless otherwise determinedby the Committee.  Upon settlement ofRSUs, Participant shall be paid, in cash, an amount equal to the value of anyfractional share that would have otherwise been deliverable in settlement ofsuch RSUs, unless the Company arranges to deliver shares to an account ofParticipant to which fractional shares may be credited without requiring theCompany to in fact issue a fractional share.

 

(c)                                  Anindividual statement of each Participant’s Account will be issued to eachParticipant not less frequently than annually. Such statements shall reflect the amount of RSUs credited to Participant’sAccount, transactions therein during the period covered by the statement, andother information deemed relevant by the Vice President of Global HumanResources.  Such a statement may becombined with or include information regarding other plans and compensatoryarrangements relating to Participant.  AParticipant’s statements shall be deemed a part of this Agreement, and shallevidence the Company’s obligations in respect of RSUs, including the number ofRSUs credited as a result of Dividend Equivalents (if any); provided, however,that any statement containing an error shall not represent a binding obligationto the extent of such error.

 

7.                                       Miscellaneous

 

(a)                                  ThisAgreement shall be legally binding when executed by the Company and accepted bythe Participant as described below, provided that no deferral election ofParticipant will be binding unless Participant has executed the Agreement andreturned it to the Executive Compensation & Equity Plans Department of theCompany.

 

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(b)                                 ThisAgreement shall be binding upon the heirs, executors, administrators andsuccessors of the parties.  ThisAgreement constitutes the entire agreement between the parties with respect tothe RSUs, and supersedes any prior agreements or documents with respect to theRSUs.  No amendment, alteration,suspension, discontinuation or termination of this Agreement which may imposeany additional obligation upon the Company or impair the rights of Participantwith respect to the RSUs shall be valid unless in each instance such amendment,alteration, suspension, discontinuation or termination is expressed in awritten instrument duly executed in the name and on behalf of the Company andby Participant.

 

(c)                                  AnyBeneficiary designation made by Participant in accordance with this provisionmay be changed from time to time, without the consent of any previouslydesignated Beneficiary (but subject to any spousal consent as may be required)by filing with the Executive Compensation & Equity Plans Department anotice of such change.   The change ofBeneficiary designation shall become effective upon receipt by the ExecutiveCompensation & Equity Plans Department. In the event Participant’s Beneficiary would otherwise become entitledto a distribution hereunder, and all Beneficiaries designated by Participantare not then living, or if no valid Beneficiary designation is in effect,Participant’s estate or duly authorized personal representative shall be deemedto have been designated by Participant.

 

(d)                                 Anyprovision for distribution in settlement of Participant’s Account hereundershall be by means of bookkeeping entries on the books of the Company and shallnot create in Participant or any Beneficiary any right to, or claim againstany, specific assets of the Company, nor result in the creation of any trust orescrow account for Participant or any Beneficiary.  Participant or any Beneficiary entitled toany distribution hereunder shall be a general creditor of the Company.

 

(e)                                  Capitalizedterms used in this Agreement but not defined herein shall have the samemeanings as in the Plan.  If there is anyconflict between the provisions of this Agreement and the provisions of thePlan, the provisions of the Plan shall govern.

 

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You do not need to do anything if youwant to accept your RSUs on the terms set out in this Agreement.  If you do notwant to accept your RSUs on the terms set out in this Agreement, please writeto the Company at the address below, marking your envelope to the attention ofKristin Johnson, no later than                                         .

 

IMSHealth

ExecutiveCompensation & Equity Plans

660 W.Germantown Pike

PlymouthMeeting, Pennsylvania 19462

U.S.A.

 

Your RSUs will then be cancelled.  If you do not write to us telling us that youdo not want your RSUs by                                          ,you will have accepted your RSUs and agreed to the terms set out in this Agreement.

 

By signing below andreturning this Agreement to the Executive Compensation & Equity PlansDepartment, I elect to defer settlement of the RSUs until the applicable datespecified in Section 4, subject to earlier settlement in accordance with Section 4and the other terms of the Plan and this Agreement.  (**Note: If you do not wishto defer settlement past the Scheduled Lapse Date you do not need to sign belowand return this Agreement to the Executive Compensation & Equity Plans**

 

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**Department.**** **You should retain acopy of this Agreement for your records.)

 
| PARTICIPANT: |   | Date:  |
|--------------|--------|--------|
|         |   |   |
|         |   |   |
| Print Name:  |   |   |

 

[For HR Use Only: DateReceived by Executive Compensation & Equity Plans Department:                        

 

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