**Exhibit 10.1**

 
|        | ***           Form B*** |
|--------|-------------------------------------------------------------------------------------|
|   | ***For  employees with***                                                           |
|   | ***Change-In-Control***                                                             |
|   | ***Agreements  but not***                                                           |
|   | ***Employment  Agreements***                                                        |

 
| **Notice of Grant and Agreement  and   Consent under the 1998 IMS Health   Incorporated Employees Stock   Incentive Plan** | ** ** | **IMS Health Incorporated**                          |
|----------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------|
|                                                                                                                       |       | ID: 06-1506026   901 Main Avenue   Norwalk, CT 06851 |

 
|            | ** ** | **SAR  Number:** |     |
|------------|------------|------------------|----------|
| ** ** | ** ** | **Plan:**        | **IH98** |
| ** ** | ** ** | **ID:**          |     |

 

**THIS DOCUMENT CONSTITUTES PART OF APROSPECTUS COVERING SECURITIESTHAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated (“IMSHEALTH” or the “Company”) hereby grants to you a stock appreciation right (“StockAppreciation Rights” or “SARs”) on             Shares of the Company’s common stock at the exercise price per Share of$            .  This grant is effective as of                 (the “Grant Date”).

 

Your SARs are granted under the 1998 IMSHealth Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The Plan is discretionary in nature and IMSHealth may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH Stock AppreciationRights is a one-time benefit solely offered to employees and does not createany contractual or other right for you to receive a grant of IMS HEALTH stock appreciationrights or benefits in lieu of IMS HEALTH stock appreciation rights in thefuture.  Future grants, if any, will beat the sole discretion of IMS HEALTH, including, but not limited to, the timingof any grant, the number of IMS Health Stock Appreciation Rights, vestingprovisions and the exercise price.

 

EachSAR entitles you, upon exercise, to an amount (the “Stock Appreciation”) equalto (i) the excess of (A) the Fair Market Value on the exercise dateof one Share over (B) the exercise price per Share, times (ii) thenumber of Shares as to which you are exercising the SAR.  The future value of the underlying IMS HEALTHShares is unknown and cannot be predicted with certainty.  If the underlying IMS HEALTH Shares do notincrease in value, you will realize no value from your SARs.

 

Your SARs are subject toand governed by the terms of the Plan. The provisions of the Plan areincorporated into this Notice of Grant and Agreement and Consent (“Agreement”)by reference.  All capitalized terms used in this Agreement but notdefined shall have the meanings set forth in the Plan.  In the event thePlan and this Agreement are not consistent, the terms of the Agreement shallgovern, including without limitation that the provisions related to Terminationof Employment as set out below shall prevail over any inconsistent termscontained in the Plan.  The SARs are intended to be Non-409A Awards.

 

Your participation in thePlan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock appreciation rightsgenerally and your SARs specifically are an extraordinary item of compensationoutside the scope of any employment contract you may have.  As such, neither IMS Health stock appreciationrights generally nor your SARs specifically are part of normal or expectedcompensation for purposes of calculating any termination, severance,resignation, redundancy, end of 

 

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service payments,bonuses, long service awards, pension or retirement benefits, or similarpayments.

 

Your SARs and the termsthereof are subject to adjustment as provided under Section 10(a) ofthe Plan.

 

Stated Expiration Date,Vesting and Termination of Employment

 

Your SARs will expire onthe seventh anniversary of the Grant Date (the “Stated Expiration Date”),subject to earlier forfeiture or expiration as specified in clause (a), (b), (c) or(d) below.

 

Your SARs will vest infour equal annual installments on each of the first four anniversaries of theGrant Date if your employment with the Company or a Subsidiary continuesthrough the applicable vesting date, subject to earlier vesting in thefollowing cases:

 

(a)           Notwithstanding anything to the contrary in thisAgreement, upon occurrence of a “Change in Control” (as such term is defined inyour Change in Control Agreement), any unvested portion of your SARs notpreviously forfeited or expired will become immediately exercisable. Upon yourtermination of employment by the Company without Cause or by you for GoodReason, as the terms “Cause” and “Good Reason” are defined in your Change inControl Agreement, if such termination occurs simultaneously with or within 24months following a Change in Control, the SARs shall be exercisable thereafteruntil the Stated Expiration Date of the SARs.

 

(b)           If you have a Termination of Employment (as definedbelow) due to death or Disability (as defined in the Plan), the unexercisedportion of the SARs shall immediately vest in full (i.e., becomenon-forfeitable) and (ii) your outstanding SARs may thereafter beexercised only during the shorter of (1) the remaining period until theStated Expiration Date or (2) five years after the date of Termination dueto death or Disability.

 

(c)           If you have a Termination of Employment by reason ofRetirement, the unexercised portion of the SARs may be exercised only duringthe shorter of (1) the remaining period until the Stated Expiration Dateor (2) five years after the date of Retirement (the “Post-RetirementExercise Period”), provided that your SARs shall be exercisable during suchPost-Retirement Exercise Period only to the extent the SARs were exercisable atthe time of such Retirement.  Theforegoing notwithstanding, (i) the Committee may, in its sole discretion,accelerate the vesting of the unvested portion of the SARs upon your Retirement,in which case those previously unvested SARs shall not be forfeited as providedherein but thereafter shall become exercisable to the extent and at such timesas such SARs would have become both vested and exercisable during thePost-Retirement Exercise Period had your employment not Terminated, unless theCommittee specifies otherwise; and (ii), in the event of your death within aperiod of five years after such Retirement, your unexercised SARs (to theextent not previously forfeited) may thereafter be exercised during the shorterof the remaining Post-Retirement Exercise Period or one year after thedate of your death.

 

(d)           If you have a Termination of Employment for any reasonother than death, Disability or Retirement, the unexercised portion of the SARsmay be exercised only during the period ending 90 days after the date ofsuch Termination of Employment, but only to the extent such SARs were vestedand exercisable at the time of such Termination of Employment, and in no eventmay such SARs be exercised after the Stated Expiration Date.  The foregoing notwithstanding, the Committeeretains discretion to accelerate the vesting of unvested SARs or specifypost-termination exercise periods longer than 90 days, but not extendingpast the Stated Expiration Date.

 

For purposes of thisAgreement, a “Termination of Employment” means your termination of employment suchthat you are no longer in service to the Company or any of its Subsidiaries, 

 

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including such atermination for any reason, and whether occasioned by you, by the Company or a Subsidiarywith or without cause or by mutual agreement. Any portion of the SARs not vested at or before Termination ofEmployment (or subject to non-forfeiture in the case of Retirement pursuant to clause(c) above) will be forfeited.

 

#### Exercise of SARs

####  

You may exercise yourSARs at such time as they have become vested only in accordance with the Plan andany procedures that the Committee may approve from time to time.

 

The date on which anotice of exercise is received by the Company shall be the exercise date.  Payment shall be made to you upon exercise bydelivery of a number of Shares equal to the Stock Appreciation divided by theFair Market Value of one Share at the exercise date (subject to any applicabletax withholding, as specified below). SARs may be exercised from time to time upon actual receipt by theCompany of written notice of exercise stating the number of vested SARs beingexercised.  Notwithstanding theforegoing, the Company may in its sole discretion establish alternative meansto exercise SARs, including electronic forms using electronic signatures andinteractive voice response systems using PIN numbers, in a manner directed bythe Company, and your SARs shall be deemed to be exercised upon fulfillment of suchalternative means.  You may only exercisethe SAR as to a given underlying Share one time.   Unless otherwise determined by the Company,no fractional Shares will be issued in payment upon exercise of SARs and thenumber of Shares to be delivered will be rounded downward to the nearest whole Share.  Upon exercise, you shall be paid, in cash, anamount equal to the value of any fractional Share that would have otherwisebeen payable at the time of exercise (after giving effect to any Sharewithholding for mandatory taxes), unless the Company arranges to deliver Sharesto an account to which fractional Shares may be credited without requiring theCompany to in fact issue a fractional Share.

 

If the SARs remainoutstanding but unexercised at the Stated Expiration Date or any earlierapplicable date on which the SARs would terminate, and if the StockAppreciation at that date would be a positive amount, the SARs, to the extentthen exercisable, shall be automatically exercised.

 

Other Provisions Relatingto Termination or Employment

 

Notwithstanding anythingto the contrary, to the extent that your Change in Control Agreement providesany termination provisions that are more favorable to you (including withoutlimitation provisions relating to vesting and post-termination exercise ofoptions or SARs) than the Plan or this Agreement, such provisions of yourChange in Control Agreement shall prevail and control, including in the eventof your termination by the Company without Cause or by you for Good Reasonor your termination due to death, disability or Retirement.  Conversely,to the extent that the Plan or this Agreement provides any terminationprovisions that are more favorable to you (including without limitationprovisions relating to vesting and post-termination exercise of options orSARs) than your Change in Control Agreement, such provisions of the Plan orthis Agreement shall prevail and control, including in the event of yourtermination by the Company without Cause or by you for Good Reason or your terminationdue to death, disability or Retirement.

 

You acknowledge and agreethat you will have no claim or entitlement (1) to compensation or damagesin consequence of the Termination of Employment with IMS Health or any of itsSubsidiaries for any reason whatsoever and whether or not in breach ofcontract, insofar as such claim or entitlement arises or may arise from yourceasing to have any rights under the Plan or this Agreement, (2) toexercise your SARs as a result of such Termination of Employment except asexpressly provided in this Agreement, or (3) from the loss or diminutionin value of your SARs; and, upon the grant of your SARs and in partialconsideration for your participation in the Plan and this Agreement, you shallbe deemed irrevocably to have waived any such claim or entitlement.

 

Your sales of Sharesacquired upon exercise of your SARs will be subject to applicable restrictionsunder the Company’s policies regulating insider trading by employees.

 

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Nontransferability ofYour SARs

 

Exceptas may be provided otherwise under the Plan, you cannot transfer, give, assign,sell, encumber, or in any way transfer or alienate your SARs to anyone exceptafter your death by your will or by applicable inheritance laws, and duringyour lifetime your SARs shall be exercisable only by you or your legalrepresentative.

 

Tax Withholding

 

It shall be a conditionto the obligation of the Company to issue and deliver Shares upon exercise ofthe SARs that you (or any Beneficiary) pay to the Company (or a subsidiary oraffiliate), upon its demand, such amount as may be requested by the Company forthe purpose of satisfying the minimum statutory withholding liabilities forfederal, state, or local income and other taxes.  Unless otherwise determined by the Committee,the Company shall withhold from the Shares to be delivered upon exercise of theSARs that number of Shares having a fair market value equal to the amount ofsuch withholding tax liability (or as nearly equal as possible withoutexceeding the amount of such tax liability). For this purpose, the fair market value of the withheld Shares shall bethe average high/low sales prices in composite trading of New York StockExchange-listed securities on the day on which the Shares are withheld.

 

Forfeiture ofUnexercised Portion of Your SARs and Certain Gain

 

Thegreatest assets of IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”)are its employees, technology and customers. In recognition of the increased risk of unfairly losing any of theseassets to its competitors, IMS HEALTH has adopted the following policy:

 

Ifyou directly or indirectly engage in any of the “Detrimental Activities”defined below:

 

(a)           any unexercised portion of your SARs shallautomatically expire (regardless of vesting) on the later of the date of yourTermination of Employment or the date IMS HEALTH becomes aware of yourDetrimental Activity; and

 

(b)           you shall forfeit to the Company the Shares acquiredupon any exercise of your SARs by you during the one year prior to, or at anytime after, the date of the earliest actual occurrence of your DetrimentalActivity (the “Forfeiture Period”).  SuchShares shall be forfeited by you and payable to the Company at the later of (i) thedate of your Termination of Employment or (ii) the date of yourDetrimental Activity.  If you havedisposed of the Shares during the Forfeiture Period, your obligation to repayShares upon such forfeiture will continue (payment of cash or other property isnot permitted), so that you will be required to acquire replacement Shares anddeliver them to the Company in settlement of your forfeiture obligation withoutregard to any subsequent market price increase or decrease from the date ofexercise.  If you fail to promptlydeliver forfeited Shares and if, apart from this Agreement, the Company isobligated to pay any cash amount to you, the Company, as a setoff, may use suchcash to purchase Shares in the open market on your behalf, which Shares will beretained by the Company in settlement of your forfeiture obligation hereunder.

 

DetrimentalActivities are defined as:

 

·      usingor disclosing any information that has been treated by an IMS HEALTH Company asconfidential or proprietary and is of competitive advantage to such IMS HEALTHCompany, unless you are using or disclosing it in the course of your job withsuch IMS HEALTH Company;

 

·      during the period beginning the Grant Date and endingtwelve months after you leave your employment with any IMS HEALTH Company (the “ProhibitedPeriod”), soliciting, inducing, enticing or procuring for anyone other than anIMS HEALTH Company the trade or business of any entity that was a customer(including “near-permanent” customers), prospective customer or data supplierof an IMS HEALTH Company, in order to sell to such customer or prospective 

 

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customer, or obtain fromsuch data supplier, the same, similar or related services IMS HEALTH offers toits customers, or such data supplier provided to IMS HEALTH, during the periodthat you worked for any IMS HEALTH Company;

 

·      during the Prohibited Period, soliciting, inducing,enticing or procuring any employee of any IMS HEALTH Company to leave his orher employment; or employing or otherwise using the services of any person whois or was an IMS HEALTH Company employee during the last twelve months that youworked for an IMS HEALTH Company; or

 

·      during the Prohibited Period, directly or indirectly(including without limitation as an officer, director, employee, advisor,agent, consultant or investor, other than by the ownership of a passiveinvestment interest of not more than 1% in a company with publicly tradedequity securities), (i) seeking or accepting any employment or other workwith or providing assistance to any person or entity that offers CompetitiveServices (as defined below) to any person or entity that was a customer orpotential customer of any IMS HEALTH Company at any time during the last twoyears of your employment with any IMS HEALTH Company, or (ii) otherwiseproviding Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in the following activities anywhere in the world inrelation to the pharmaceutical and healthcare industries (it being understoodthat the global market in which any of the businesses of IMS is conducted and towhich their goodwill extends is not limited to any particular region in theworld and that given the informational nature of such businesses, they may beengaged effectively from any location in the world):

 

·      providing information services for the management ofsales forces engaged in the sale of prescription or over-the-counter drugs,medical devices, or medical or surgical products;

 

·      providing information services for the measurement ofsales force performance or product performance for prescription orover-the-counter drugs, medical devices, or medical or surgical products;

 

·      creating or providing physician profiles for purposesof assisting others in the targeting of promotion or sales activities in relationto prescription or over-the-counter drugs, medical devices, or medical orsurgical products;

 

·      creating or providing micromarketing programs based onprescribing behavior or attitudes of physicians or other prescribers inrelation to prescription or over-the-counter drugs, medical devices, or medicalor surgical products;

 

·      creating or providing market research reports oraudits relating to the use, sale, marketing/promotion, distribution orwarehousing of any prescription or over-the-counter drugs, medical devices, ormedical or surgical products;

 

·      using or developing technology, methodologies orprocesses which have functionality or produce results similar to thetechnology, methodologies or processes employed or offered by IMS HEALTH toprocess pharmaceutical or healthcare information, including but not limited tointernal processing technology, decision support tools, data warehousingapplications and data mining applications;

 

·      creating or providing reference files, classificationschemes, master files or other methods of categorizing, classifying, organizingor identifying products, procedures, medical facilities, pharmacies,warehouses, distributors, prescribers, pharmacists or other entities,activities or persons associated with the use, sale, marketing/promotion,distribution or warehousing of any prescription or over-the-counter drugs,medical devices, or medical or surgical products; or

 

·      providing market research consulting, sales managementconsulting, information technology consulting or market event managementconsulting, or any other consulting services in connection with any of theforegoing activities or otherwise relating to the use, sale,marketing/promotion, distribution or warehousing of any prescription orover-the-counter drugs, medical devices, or medical or surgical products.

 

*By accepting your SARs, youconsent to a deduction from any amounts the Company or your*

 

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*employer owes you from time totime equal to the forfeiture amount, to the extent such deduction is permittedby applicable law.  Any such deductionfrom an amount that constitutes a deferral of compensation under Code Section 409Amay only take place at the time the amount would otherwise be payable to you.*

 

Governing Law

 

THEPLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORKAND ANY APPLICABLE FEDERAL LAWS. INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THELAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

 

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN ORTHIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTSLOCATED IN THE STATE OF NEW YORK.  YOUAGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEWYORK AND ANY APPLICABLE FEDERAL LAWS.

 

IntendedAccounting Treatment; Reform of Contract

 

TheCompany intends that your SARs shall qualify for fixed accounting under FAS123R, with the compensation measurement date for accounting purposes to occurat the Grant Date, unless the Committee specifically determines otherwise.  Therefore, other provisions of this Agreementnotwithstanding, in order to preserve this fundamental objective of your SARs,if any provision of this Agreement or otherwise applicable to your SARs wouldresult in “variable” accounting or a measurement date other than the Grant Date,if the Committee was not specifically aware of such accounting consequence atthe time such provision became effective, such provision shall be modified andreformed to the extent necessary to preserve the accounting treatment of your SARsintended by the Committee.

 

Acknowledgementsand Acceptance

 

Youvoluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph.  You are not obliged to consent to suchcollection, use, processing and transfer of personal data.  However, failure to provide the consent mayaffect your ability to participate in the Plan. IMS HEALTH, its Subsidiaries and your employer hold certain personalinformation about you, including your name, home address and telephone number,date of birth, social insurance number or other employee identification number,salary, nationality, job title, any Shares of stock or directorships held inIMS HEALTH, details of your SARs, all IMS Health stock options or any otherrights or entitlements to Shares of stock in your favor, for the purpose ofmanaging and administering the Plan (“Data”). IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselvesas necessary for the purpose of implementation, administration and managementof your participation in the Plan, and IMS HEALTH and/or any of itsSubsidiaries may each further transfer Data to any third parties assisting IMSHEALTH in the implementation, administration and management of the Plan.  These recipients may be located in theEuropean Economic Area, or elsewhere throughout the world, such as the UnitedStates.  You authorize them to receive,possess, use, retain and transfer the Data, in electronic or other form, forthe purposes of implementing, administering and managing your participation inthe Plan, including any requisite transfer of such Data as may be required forthe administration of the Plan and/or the subsequent holding of Shares on yourbehalf to a broker or other third party with whom you may elect to deposit anyShares acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments toit or withdraw the consents herein in writing by contacting IMS HEALTH;however, withdrawing your consent may affect your ability to participate in thePlan.  You acknowledge and agree thatyour consent shall apply to any and all awards of stock appreciation rightsmade to you under the Plan or this Agreement, whether now or in the future.

 

You do not need to doanything if you want to accept your SAR(s) on the terms set out in this

 

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Agreement.  It would however help us if you would signthis Agreement in the space indicated below and return a copy to us by mail to:

 

Equity Programs

IMS Health

960A Harvest Drive

Blue Bell, Pennsylvania 19422

U.S.A.

 

If you do not want to accept your SAR(s) on the termsset out in this Agreement, the Plan and all related documents, please notify usof your rejection of the SAR(s) by writing to the Company at the aboveaddress, no later than July 15, 2008 Your SAR(s) will then be cancelled. If you do not write to us telling us that you do not want your SAR(s) byJuly 15, 2008, you will be deemed to have accepted your SAR(s) and toagree to the terms set out in this Agreement.

 

Copiesof the Plan and such related documents are being provided to you as part ofthis Agreement.

 

 

**IMS HEALTH INCORPORATED**

 

David R. Carlucci

Chairman and ChiefExecutive Officer

 

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|   | ***           Form C*** |
|--------|-------------------------------------------------------------------------------------|
|   | ***For  general use***                                                              |

 
| **Notice of Grant and Agreement  and   Consent under the 1998 IMS Health   Incorporated Employees Stock   Incentive Plan** | ** ** | **IMS Health Incorporated**                          |
|----------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------|
|                                                                                                                       |       | ID: 06-1506026 901   Main Avenue   Norwalk, CT 06851 |

 
|   |   | **SAR  Number:** |     |
|--------|--------|------------------|----------|
|   |   | **Plan:**        | **IH98** |
|   |   | **ID:**          |     |

** **

**THIS DOCUMENT CONSTITUTES PART OF APROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933**

 

IMS Health Incorporated (“IMSHEALTH” or the “Company”) hereby grants to you a stock appreciation right (“StockAppreciation Rights” or “SARs”) on **                    ** Shares of the Company’s common stock at theexercise price per Share of **$                  **.  This grant is effective as of **                  **(the “Grant Date”).

 

Your SARs are granted under the 1998 IMSHealth Incorporated Employees’ Stock Incentive Plan (the “Plan”).  The Plan is discretionary in nature and IMSHealth may amend, cancel or terminate the Plan at any time.  The grant of IMS HEALTH Stock AppreciationRights is a one-time benefit solely offered to employees and does not createany contractual or other right for you to receive a grant of IMS HEALTH stockappreciation rights or benefits in lieu of IMS HEALTH stock appreciation rightsin the future.  Future grants, if any,will be at the sole discretion of IMS HEALTH, including, but not limited to,the timing of any grant, the number of IMS Health Stock Appreciation Rights,vesting provisions and the exercise price.

 

EachSAR entitles you, upon exercise, to an amount (the “Stock Appreciation”) equalto (i) the excess of (A) the Fair Market Value on the exercise dateof one Share over (B) the exercise price per Share, times (ii) thenumber of Shares as to which you are exercising the SAR.  The future value of the underlying IMS HEALTHShares is unknown and cannot be predicted with certainty.  If the underlying IMS HEALTH Shares do notincrease in value, you will realize no value from your SARs.

 

Your SARs are subject toand governed by the terms of the Plan. The provisions of the Plan areincorporated into this Notice of Grant and Agreement and Consent (“Agreement”)by reference.  All capitalized terms used in this Agreement but notdefined shall have the meanings set forth in the Plan.  In the event thePlan and this Agreement are not consistent, the terms of the Agreement shallgovern, including without limitation that the provisions related to Terminationof Employment as set out below shall prevail over any inconsistent termscontained in the Plan.  The SARs are intended to be Non-409A Awards.

 

Your participation in thePlan and your execution of this Agreement is voluntary.  The value of IMS HEALTH stock appreciationrights generally and your SARs specifically are an extraordinary item ofcompensation outside the scope of any employment contract you may have.  As such, neither IMS Health stockappreciation rights generally nor your SARs specifically are part of normal orexpected compensation for purposes of calculating any termination, severance,resignation, redundancy, end of service payments, bonuses, long service awards,pension or retirement benefits, or similar payments.

 

Your SARs and the termsthereof are subject to adjustment as provided under Section 10(a) ofthe Plan.

 

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Stated Expiration Date,Vesting and Termination of Employment

 

Your SARs will expire on theseventh anniversary of the Grant Date (the “Stated Expiration Date”), subjectto earlier forfeiture or expiration as specified in clause (a), (b), or (c) below.

 

Your SARs will vest infour equal annual installments on each of the first four anniversaries of theGrant Date if your employment with the Company or a Subsidiary continuesthrough the applicable vesting date, subject to earlier vesting in thefollowing cases:

 

(a)           If you have a Termination of Employment(as defined below) due to death or Disability (as defined in the Plan), theunexercised portion of the SARs shall immediately vest in full (i.e., becomenon-forfeitable) and (ii) your outstanding SARs may thereafter beexercised only during the shorter of (1) the remaining period until theStated Expiration Date or (2) five years after the date of Termination dueto death or Disability.

 

(b)           If you have a Termination of Employment by reason ofRetirement, the unexercised portion of the SARs may be exercised only duringthe shorter of (1) the remaining period until the Stated Expiration Dateor (2) five years after the date of Retirement (the “Post-RetirementExercise Period”), provided that your SARs shall be exercisable during suchPost-Retirement Exercise Period only to the extent the SARs were exercisable atthe time of such Retirement.  Theforegoing notwithstanding, (i) the Committee may, in its sole discretion,accelerate the vesting of the unvested portion of the SARs upon yourRetirement, in which case those previously unvested SARs shall not be forfeitedas provided herein but thereafter shall become exercisable to the extent and atsuch times as such SARs would have become both vested and exercisable duringthe Post-Retirement Exercise Period had your employment not Terminated, unlessthe Committee specifies otherwise; and (ii), in the event of your death withina period of five years after such Retirement, your unexercised SARs (to theextent not previously forfeited) may thereafter be exercised during the shorterof the remaining Post-Retirement Exercise Period or one year after thedate of your death.

 

(c)           If you have a Termination of Employment for any reasonother than death, Disability or Retirement, the unexercised portion of the SARsmay be exercised only during the period ending 90 days after the date ofsuch Termination of Employment, but only to the extent such SARs were vestedand exercisable at the time of such Termination of Employment, and in no eventmay such SARs be exercised after the Stated Expiration Date.  The foregoing notwithstanding, the Committeeretains discretion to accelerate the vesting of unvested SARs or specifypost-termination exercise periods longer than 90 days, but not extendingpast the Stated Expiration Date.

 

For purposes of thisAgreement, a “Termination of Employment” means your termination of employmentsuch that you are no longer in service to the Company or any of itsSubsidiaries, including such a termination for any reason, and whetheroccasioned by you, by the Company or a Subsidiary with or without cause or bymutual agreement.  Any portion of theSARs not vested at or before Termination of Employment (or subject tonon-forfeiture in the case of Retirement pursuant to clause (b) above)will be forfeited.

 

#### Exercise of SARs

####  

You may exercise your SARsat such time as they have become vested only in accordance with the Plan andany procedures that the Committee may approve from time to time.

 

The date on which anotice of exercise is received by the Company shall be the exercise date.  Payment shall be made to you upon exercise bydelivery of a number of Shares equal to the Stock Appreciation divided by theFair Market Value of one Share at the exercise date (subject to any 

 

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applicable taxwithholding, as specified below).  SARsmay be exercised from time to time upon actual receipt by the Company ofwritten notice of exercise stating the number of vested SARs beingexercised.  Notwithstanding theforegoing, the Company may in its sole discretion establish alternative meansto exercise SARs, including electronic forms using electronic signatures andinteractive voice response systems using PIN numbers, in a manner directed bythe Company, and your SARs shall be deemed to be exercised upon fulfillment ofsuch alternative means.  You may onlyexercise the SAR as to a given underlying Share one time.   Unless otherwise determined by the Company,no fractional Shares will be issued in payment upon exercise of SARs and thenumber of Shares to be delivered will be rounded downward to the nearest wholeShare.  Upon exercise, you shall be paid,in cash, an amount equal to the value of any fractional Share that would haveotherwise been payable at the time of exercise (after giving effect to anyShare withholding for mandatory taxes), unless the Company arranges to deliverShares to an account to which fractional Shares may be credited withoutrequiring the Company to in fact issue a fractional Share.

 

If the SARs remainoutstanding but unexercised at the Stated Expiration Date or any earlierapplicable date on which the SARs would terminate, and if the StockAppreciation at that date would be a positive amount, the SARs, to the extentthen exercisable, shall be automatically exercised.

 

Other Provisions Relatingto Termination or Employment

 

You acknowledge and agreethat you will have no claim or entitlement (1) to compensation or damagesin consequence of the Termination of Employment with IMS Health or any of itsSubsidiaries for any reason whatsoever and whether or not in breach ofcontract, insofar as such claim or entitlement arises or may arise from yourceasing to have any rights under the Plan or this Agreement, (2) toexercise your SARs as a result of such Termination of Employment except asexpressly provided in this Agreement, or (3) from the loss or diminutionin value of your SARs; and, upon the grant of your SARs and in partialconsideration for your participation in the Plan and this Agreement, you shallbe deemed irrevocably to have waived any such claim or entitlement.

 

Your sales of Sharesacquired upon exercise of your SARs will be subject to applicable restrictionsunder the Company’s policies regulating insider trading by employees.

 

Nontransferability ofYour SARs

 

Exceptas may be provided otherwise under the Plan, you cannot transfer, give, assign,sell, encumber, or in any way transfer or alienate your SARs to anyone exceptafter your death by your will or by applicable inheritance laws, and duringyour lifetime your SARs shall be exercisable only by you or your legalrepresentative.

 

Tax Withholding

 

It shall be a conditionto the obligation of the Company to issue and deliver Shares upon exercise ofthe SARs that you (or any Beneficiary) pay to the Company (or a subsidiary oraffiliate), upon its demand, such amount as may be requested by the Company forthe purpose of satisfying the minimum statutory withholding liabilities forfederal, state, or local income and other taxes.  Unless otherwise determined by the Committee,the Company shall withhold from the Shares to be delivered upon exercise of theSARs that number of Shares having a fair market value equal to the amount ofsuch withholding tax liability (or as nearly equal as possible withoutexceeding the amount of such tax liability). For this purpose, the fair market value of the withheld Shares shall bethe average high/low sales prices in composite trading of New York StockExchange-listed securities on the day on which the Shares are withheld.

 

Forfeiture ofUnexercised Portion of Your SARs and Certain Gain

 

Thegreatest assets of IMS HEALTH and its affiliates (each, an “IMS HEALTH Company”)are its employees, technology and customers. In recognition of the increased risk of unfairly losing any of theseassets to its competitors, IMS HEALTH has adopted the following policy:

 

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Ifyou directly or indirectly engage in any of the “Detrimental Activities”defined below:

 

(c)           any unexercised portion of your SARs shallautomatically expire (regardless of vesting) on the later of the date of yourTermination of Employment or the date IMS HEALTH becomes aware of yourDetrimental Activity; and

 

(d)           you shall forfeit to the Company the Shares acquiredupon any exercise of your SARs by you during the one year prior to, or at anytime after, the date of the earliest actual occurrence of your DetrimentalActivity (the “Forfeiture Period”).  SuchShares shall be forfeited by you and payable to the Company at the later of (i) thedate of your Termination of Employment or (ii) the date of yourDetrimental Activity.  If you havedisposed of the Shares during the Forfeiture Period, your obligation to repayShares upon such forfeiture will continue (payment of cash or other property isnot permitted), so that you will be required to acquire replacement Shares anddeliver them to the Company in settlement of your forfeiture obligation withoutregard to any subsequent market price increase or decrease from the date ofexercise.  If you fail to promptlydeliver forfeited Shares and if, apart from this Agreement, the Company isobligated to pay any cash amount to you, the Company, as a setoff, may use suchcash to purchase Shares in the open market on your behalf, which Shares will beretained by the Company in settlement of your forfeiture obligation hereunder.

 

DetrimentalActivities are defined as:

 

·      usingor disclosing any information that has been treated by an IMS HEALTH Company asconfidential or proprietary and is of competitive advantage to such IMS HEALTHCompany, unless you are using or disclosing it in the course of your job withsuch IMS HEALTH Company;

 

·      during the period beginning the Grant Date and endingtwelve months after you leave your employment with any IMS HEALTH Company (the “ProhibitedPeriod”), soliciting, inducing, enticing or procuring for anyone other than anIMS HEALTH Company the trade or business of any entity that was a customer(including “near-permanent” customers), prospective customer or data supplierof an IMS HEALTH Company, in order to sell to such customer or prospectivecustomer, or obtain from such data supplier, the same, similar or relatedservices IMS HEALTH offers to its customers, or such data supplier provided toIMS HEALTH, during the period that you worked for any IMS HEALTH Company;

 

·      during the Prohibited Period, soliciting, inducing,enticing or procuring any employee of any IMS HEALTH Company to leave his orher employment; or employing or otherwise using the services of any person whois or was an IMS HEALTH Company employee during the last twelve months that youworked for an IMS HEALTH Company; or

 

·      during the Prohibited Period, directly or indirectly(including without limitation as an officer, director, employee, advisor,agent, consultant or investor, other than by the ownership of a passiveinvestment interest of not more than 1% in a company with publicly tradedequity securities), (i) seeking or accepting any employment or other workwith or providing assistance to any person or entity that offers CompetitiveServices (as defined below) to any person or entity that was a customer orpotential customer of any IMS HEALTH Company at any time during the last twoyears of your employment with any IMS HEALTH Company, or (ii) otherwiseproviding Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in the following activities anywhere in the world inrelation to the pharmaceutical and healthcare industries (it being understoodthat the global market in which any of the businesses of IMS is conducted and towhich their goodwill extends is not limited to any particular region in theworld and that given the informational nature of such businesses, they may beengaged effectively from any location in the world):

 

·      providing information services for the management ofsales forces engaged in the sale of prescription or over-the-counter drugs,medical devices, or medical or surgical products;

 

·      providing information services for the measurement ofsales force performance or product 

 

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performance forprescription or over-the-counter drugs, medical devices, or medical or surgicalproducts;

 

·      creating or providing physician profiles for purposesof assisting others in the targeting of promotion or sales activities inrelation to prescription or over-the-counter drugs, medical devices, or medicalor surgical products;

 

·      creating or providing micromarketing programs based onprescribing behavior or attitudes of physicians or other prescribers inrelation to prescription or over-the-counter drugs, medical devices, or medicalor surgical products;

 

·      creating or providing market research reports oraudits relating to the use, sale, marketing/promotion, distribution orwarehousing of any prescription or over-the-counter drugs, medical devices, ormedical or surgical products;

 

·      using or developing technology, methodologies orprocesses which have functionality or produce results similar to thetechnology, methodologies or processes employed or offered by IMS HEALTH to processpharmaceutical or healthcare information, including but not limited to internalprocessing technology, decision support tools, data warehousing applicationsand data mining applications;

 

·      creating or providing reference files, classificationschemes, master files or other methods of categorizing, classifying, organizingor identifying products, procedures, medical facilities, pharmacies,warehouses, distributors, prescribers, pharmacists or other entities,activities or persons associated with the use, sale, marketing/promotion,distribution or warehousing of any prescription or over-the-counter drugs,medical devices, or medical or surgical products; or

 

·      providing market research consulting, sales managementconsulting, information technology consulting or market event managementconsulting, or any other consulting services in connection with any of theforegoing activities or otherwise relating to the use, sale,marketing/promotion, distribution or warehousing of any prescription orover-the-counter drugs, medical devices, or medical or surgical products.

 

*By accepting your SARs, youconsent to a deduction from any amounts the Company or your employer owes youfrom time to time equal to the forfeiture amount, to the extent such deductionis permitted by applicable law.  Any suchdeduction from an amount that constitutes a deferral of compensation under CodeSection 409A may only take place at the time the amount would otherwise bepayable to you.*

 

Governing Law

 

THEPLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THE LAWS OF THE STATE OF NEW YORKAND ANY APPLICABLE FEDERAL LAWS. INTERPRETATION OF THE PLAN AND THIS AGREEMENT SHALL BE GOVERENED BY THELAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE FEDERAL LAWS.

 

ANY LEGAL PROCEEDING ARISING OUT OF THIS PLAN ORTHIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTSLOCATED IN THE STATE OF NEW YORK.  YOUAGREE TO SUBMIT TO PERSONAL JURISDICTION AND TO VENUE IN THOSE COURTS.  YOU FURTHER AGREE TO WAIVE ALL LEGALCHALLENGES AND DEFENSES TO THE APPROPRIATENESS OF NEW YORK AS THE SITE OF ANYSUCH LEGAL PROCEEDING AND TO THE APPLICATION OF THE LAWS OF THE STATE OF NEWYORK AND ANY APPLICABLE FEDERAL LAWS.

 

IntendedAccounting Treatment; Reform of Contract

 

TheCompany intends that your SARs shall qualify for fixed accounting under FAS123R, with the compensation measurement date for accounting purposes to occurat the Grant Date, unless the Committee specifically determines otherwise.  Therefore, other provisions of this Agreementnotwithstanding, in order to preserve this fundamental objective of your SARs,if any provision of this Agreement or otherwise applicable to your SARs wouldresult in “variable” accounting or a measurement date other than the GrantDate, if the Committee was not specifically aware of such

 

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accountingconsequence at the time such provision became effective, such provision shallbe modified and reformed to the extent necessary to preserve the accountingtreatment of your SARs intended by the Committee.

 

Acknowledgementsand Acceptance

 

Youvoluntarily acknowledge and consent to the collection, use, processing andtransfer of personal data as described in this paragraph.  You are not obliged to consent to suchcollection, use, processing and transfer of personal data.  However, failure to provide the consent mayaffect your ability to participate in the Plan. IMS HEALTH, its Subsidiaries and your employer hold certain personalinformation about you, including your name, home address and telephone number,date of birth, social insurance number or other employee identification number,salary, nationality, job title, any Shares of stock or directorships held inIMS HEALTH, details of your SARs, all IMS Health stock options or any otherrights or entitlements to Shares of stock in your favor, for the purpose ofmanaging and administering the Plan (“Data”). IMS HEALTH and/or its Subsidiaries will transfer Data amongst themselvesas necessary for the purpose of implementation, administration and managementof your participation in the Plan, and IMS HEALTH and/or any of itsSubsidiaries may each further transfer Data to any third parties assisting IMSHEALTH in the implementation, administration and management of the Plan.  These recipients may be located in theEuropean Economic Area, or elsewhere throughout the world, such as the UnitedStates.  You authorize them to receive,possess, use, retain and transfer the Data, in electronic or other form, forthe purposes of implementing, administering and managing your participation inthe Plan, including any requisite transfer of such Data as may be required forthe administration of the Plan and/or the subsequent holding of Shares on yourbehalf to a broker or other third party with whom you may elect to deposit anyShares acquired pursuant to the Plan. You may, at any time, review Data, require any necessary amendments toit or withdraw the consents herein in writing by contacting IMS HEALTH;however, withdrawing your consent may affect your ability to participate in thePlan.  You acknowledge and agree thatyour consent shall apply to any and all awards of stock appreciation rightsmade to you under the Plan or this Agreement, whether now or in the future.

 

You do not need to doanything if you want to accept your SAR(s) on the terms set out in thisAgreement.  It would however help us ifyou would sign this Agreement in the space indicated below and return a copy tous by mail to:

 

Equity Programs

IMS Health

960A Harvest Drive

Blue Bell, Pennsylvania19422

U.S.A.

 

If you do not want to accept your SAR(s) on the termsset out in this Agreement, the Plan and all related documents, please notify usof your rejection of the SAR(s) by writing to the Company at the aboveaddress, no later than                   .  Your SAR(s) will then be cancelled.  If you do not write to us telling us that youdo not want your SAR(s) by                   you will be deemed to have accepted your SAR(s) and to agree to the termsset out in this Agreement.

 

Copiesof the Plan and such related documents are being provided to you as part ofthis Agreement.

 

 

**IMS HEALTH INCORPORATED**

 

David R. Carlucci

Chairman and ChiefExecutive Officer

 

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