**Exhibit 10.9**

 

**IMSHealth Incorporated**

**Employee Protection Plan and Summary Plan Description**

**As Amended and Restated Effective January 1, 2008**

 

**I.  Administrative Information**

** **

**Plan Administration**

 

The Employee Benefits Committee (the “Committee”), acommittee of management employees of IMS Health Incorporated (the “Corporation”),is named as the Plan Administrator under the IMS Health Incorporated EmployeeProtection Plan (the “Plan”). As such, it has the exclusive right, power andauthority to interpret the provisions of the Plan and to conclusively decideany questions arising in connection with the administration of, and any claimfor severance benefits under, the Plan. All such determinations by the Plan Administrator shall be final andbinding on all parties.  Without limitingthe generality of the foregoing, such authority shall include the discretionarypower:

 

·          Tomake and enforce such rules and regulations as the Plan Administratordeems necessary or proper for the efficient administration of the Plan;

 

·          Tointerpret the Plan, the Plan Administrator’s interpretation of the Plan to befinal and conclusive on all persons claiming benefits under the Plan;

 

·          Todecide all questions, including questions of fact, concerning the Plan and theeligibility of any person to participate in, and receive benefits under, thePlan;

 

·          Toappoint such agents, counsel, accountants, consultants and other persons as maybe required to assist in administering the Plan; and

 

·          Toestablish procedures, forms and time frames with respect to elections and othermatters under the Plan.

** **

**Right to Amend and Terminate**

 

The Corporation currently intends to continue thePlan indefinitely, but reserves the right to amend, modify, or terminate anyand all provisions of the Plan and any benefits payable under the Plan at anytime without further obligation; provided, however, that during a Change inControl Period, the Corporation may not terminate the Plan, nor may theCorporation modify or amend the Plan in a manner that reduces the compensationor benefits otherwise payable under the Plan, nor may the Corporation modify oramend the Plan in a manner that materially adversely affects the rights of aperson who has started to receive compensation or benefits under the Plan. Anyamendment, modification or termination of the Plan may be made by action of theCorporation’s Board of Directors, the Committee or their delegatees.

** **

**Not an Employment Contract**

 

Participation in the Plan does not confer any rightsto continued employment with the Corporation or any of its subsidiaries oraffiliates.

 

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**Non-Assignment of Benefit**

 

Benefits under the Plan may not be assigned, pledged or otherwisetransferred. If, for example, an employee owes money to someone, he or she maynot give that person the right to collect from the Plan any benefit which maybe payable.

** **

**Prior Policies**

 

Except for any restrictive covenant, confidentialityand/or arbitration or dispute resolution agreements entered into by an employeeand the Corporation (which agreements shall remain in full force and effect),this Plan supersedes any and all prior severance plans, policies, arrangements,or practices of the Corporation (whether written or unwritten, express orimplied) relating to any subject matter covered by the Plan. Notwithstandingthe preceding sentence, the Plan does not affect the severance provisions of (a) anywritten individual employment agreement between an employee and the Corporationwhich results in such employee not being an Eligible Employee hereunder; (b) anychange-in-control agreement; and (c) any other agreement entered intobetween an employee and the Corporation which expressly supersedes theprovisions of this Plan (i.e., by naming this Plan) and which remains in effectat the date of such employee’s termination of employment.

** **

**Offsets and Termination of Severance Benefits**

 

Benefits payable under the Plan will be offset byany severance or termination payment required to be made by the Corporationpursuant to applicable law or the requirements of any works council orlabor organization. The “SalaryContinuation Period” described below will end and salary and benefits payableunder this Plan will cease upon the earlier of: (a) the end of the SalaryContinuation Period; (b) your reemployment by the Corporation or anysubsidiary or affiliate of the Corporation; or (c) your earningcompensation under any employment or compensatory arrangement for servicesprovided to any party other than the Corporation (including as an employee,consultant, sole proprietor, security holder, or otherwise in an arrangement inwhich anything of value is earned or accrued based on your services).

** **

**Claims Procedures**

 

Your local Human Resources department reviews andauthorizes the payment of benefits under this Plan for those employees whoqualify under the provisions of the Plan. No claim forms need be submitted. Questions regarding the payment of Plan benefits should be directed toyour local Human Resources department. If you feel that you are not receiving benefits that are due, you mustnotify the Plan Administrator in writing. If the claim for benefits is denied(in whole or in part), you will be notified electronically or in writing within90 days (180 days if the Plan Administrator notifies you within the 90-dayperiod of a need for an extension) of receiving the claim. The notice of denialwill state the reason for the denial, the pertinent Plan provisions upon whichthe denial is based, any additional information which may be needed and thereason such additional information (if any) is needed.  In addition, you will be given an explanationof the Plan’s claims review procedures and the time limits applicable to suchprocedures, including a statement that you have a right to bring a civil actionunder Section 502(a) of the Employee 

 

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Retirement Income Security Act of 1974, as amended (“ERISA”)following an adverse benefit determination on review.

 

If you wish to have a denied claim further reviewed,you must send a written request for review to the Plan Administrator at 901Main Avenue, Suite 612, Norwalk, Connecticut 06851, within 60 days afteryour initial claim is denied.  You maysubmit written comments, documents, records and other information relating tothe claim to the Plan Administrator. Your claim for review will be given a full and fair review that takesinto account all comments, documents, records and other information submittedthat relates to the claim, without regard to whether such information wassubmitted or considered in the initial benefit determination.

 

The Plan Administrator will render a decision on theclaim no later than 60 days after its receipt of your request for review.However, if the Plan Administrator finds it necessary, due to specialcircumstances, to extend this period and notifies you electronically or inwriting, the decision will be rendered as soon as practicable, but in no eventlater than 120 days after your request for review. The Plan Administrator’sdecision will be provided electronically or in writing.  Such decision will be written in a mannercalculated to be understood by you and will include specific reasons for thedecision, specific references to the pertinent Plan provisions on which thedecision is based, a statement that you have a right to bring a civil actionunder Section 502(a) of ERISA and that you are entitled to receive, uponrequest and free of charge, reasonable access to and copies of, all documents,records and other information relevant to your claim for benefits.  A document is relevant to your claim forbenefits 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.

 

You may not institute any action or proceeding inany state or federal court of law or equity, or before any administrativetribunal or arbitrator, for a claim for benefits under the Plan until you havefirst exhausted the procedures set forth above. No action or proceeding at allmay be brought in state or federal court or before any administrative tribunalor arbitrator for benefits under this Plan after one year from the date of thePlan Administrator’s final decision on your claim as described above.

** **

**Statement of ERISA Rights**

 

As a participant in the Plan, you are entitled tocertain rights and protections under ERISA. ERISA provides that all Planparticipants shall be entitled to:

 

Examine,without charge, at the Plan Administrator’s office, all Plan documents,including copies of all documents filed by the Plan with the U.S. Department ofLabor, such as detailed annual reports and Plan descriptions.

 

Obtaincopies of all Plan documents and other Plan information upon written request tothe Plan Administrator. The Plan Administrator may request a reasonable chargefor the copies.

 

In addition to creating rights for Planparticipants, ERISA imposes duties upon the people who are responsible for theoperation of employee benefit plans. The people who operate your Plan, 

 

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called “fiduciaries,” have a duty to do so prudentlyand in the interest of you and other Plan participants and beneficiaries. Noone, including your employer or any other person, may discriminate against youin any way for the purpose of preventing you from obtaining a benefit orexercising your rights under ERISA. If your claim for benefits is denied inwhole or in part you must receive a written explanation of the reasons for the denial.You have the right to have the Plan Administrator review and reconsider yourclaim.

 

Under ERISA, there are steps you can take to enforceyour rights. For instance, if you request materials from the Plan and do notreceive them within 30 days, you may file suit in a federal court. In such acase, the court may require the Plan Administrator to provide the materials andpay you up to $110 a day until you receive the materials, unless the materialswere not sent because of reasons beyond the control of the Plan Administrator.If you have a claim for benefits which is denied or ignored, in whole or inpart, you may file suit in a state or federal court but any such suit must befiled within one year from the date of the Plan Administrator’s final decisionon your claim. If it should happen that you are discriminated against forasserting your rights, you may seek assistance from the U.S. Department ofLabor, or you may file suit in a federal court.

 

The court will decide who should pay court costs andlegal fees. If you are successful the court may order the person you have suedto pay these costs and fees. If you lose, the court may order you to pay thesecosts and fees, for example, if it finds your claim is frivolous.

 

If you have any questions about your Plan, youshould contact your local Human Resources department. If you have any questionsabout this statement or about your rights under ERISA, or if you needassistance in obtaining documents from the Plan Administrator, you shouldcontact the nearest office of the Employee Benefits Security Administration,U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.20210.  You may also obtain certainpublications about your rights and responsibilities under ERISA by calling thepublications hotline of the Employee Benefits Security Administration.

** **

**Right to Withhold Taxes**

 

The Corporation may cause such amounts to bewithheld from any payment made under the Plan as it determines necessary tofulfill any federal, state or local wage or compensation withholdingrequirements.

** **

**Unfunded Plan**

 

The Corporation will make all payments under thePlan, and pay all expenses of the Plan, from its general assets.  Nothing contained in the Plan will give anyemployee any interest in any property of the Corporation or any of itssubsidiaries or affiliates.

 

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**Governing Law**

 

The provisions of the Plan will be construed,administered and enforced according to applicable federal law and the laws ofthe State of Connecticut, without regard to its conflict of law rules andwith regard to its statutes of limitations.

** **

**Compliance with Section 409A**

* *

*Interpretation Consistent with Section 409A*

 

Anything in this Plan to the contrarynotwithstanding, the terms of this Plan shall be interpreted and applied in amanner consistent with the requirements of Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) and the Treasury regulationsthereunder (the “Regulations”) and the Corporation shall have no right toaccelerate or make any payment under this Plan except to the extent permittedunder Section 409A of the Code.  TheCorporation shall have no obligation, however, to reimburse any employee forany tax penalty or interest payable or provide a gross-up payment in connectionwith any tax liability of such employee under Section 409A of the Codeexcept that this provision shall not apply in the event of the Corporation’snegligence or willful disregard in its interpretation of the application of Section 409Aof the Code and the Regulations to the Plan, which negligence or willfuldisregard causes a Plan participant to become subject to a tax penalty orinterest payable under Section 409A of the Code, in which case theCorporation will reimburse the participant on an after-tax basis for any suchtax penalty or interest not later than the last day of the participant’staxable year next following the participant’s taxable year in which theparticipant remits the applicable taxes and interest.

* *

*Exemptions from Section 409A*

 

A Plan participant’s right to salary continuation paymentsunder this Plan shall be treated at all times as a right to a series ofseparate payments under Section 1.409A-2(b)(2)(iii) of theRegulations.  It is intended that: (a) allpayments made under this Plan on or before the 15th day of the third monthfollowing the end of the participant’s taxable year in which the participantterminates employment shall be exempt from compliance with Section 409A ofthe Code pursuant to the exception for short-term deferrals set forth in Section 1.409A-1(b)(4) ofthe Treasury Regulations (the “Exempt Short-Term Deferral Payments”); and (b) paymentsunder this Plan, in excess of the Exempt Short-Term Deferral Payments, that aremade on or before the last day of the second taxable year of the participantfollowing the participant’s taxable year in which the participant terminatesemployment in an aggregate amount not exceeding two times the lesser of: (i) thesum of the participant’s annualized compensation based on the participant’sannual rate of pay for the participant’s taxable year preceding the taxableyear in which the participant terminates employment (adjusted for any increaseduring that year that was expected to continue indefinitely if the participanthad not terminated employment); or (ii) the maximum amount that may betaken into account under a qualified plan pursuant to Section 401(a)(17)of the Code for the year in which the participant terminates employment shallbe exempt from compliance with Section 409A of the Code pursuant to theexception for payments under a separation pay plan as set forth in Section 1.409A-1(b)(9)(iii) ofthe Regulations.

 

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**Specific Plan Information**

 

PlanName

TheIMS Health Incorporated Employee Protection Plan

 

PlanType

Welfare/SeverancePlan

 

Typeof Administration

SelfAdministered

 

Plan Year

January 1 to December 31

 

Nameand Address of Plan Sponsor

IMSHealth Incorporated

901Main Avenue

Suite 612

Norwalk,CT 06851

 

Name,Address and Telephone Number of Plan Administrator

TheEmployee Benefits Committee

Attention:General Counsel

IMSHealth Incorporated

901Main Avenue

Suite 612

Norwalk,CT 06851

(203)319-4700

 

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Agentfor Service of Legal Process

IMSHealth Incorporated

Serviceof legal process may also be

madeupon the Plan Administrator

(seeaddress above)

 

Sourceof Financing of Benefits

Thegeneral assets of the Corporation

 

EffectiveDate of this Amendment and Restatement of the Plan

January 1,2008

 

EmployerIdentification Number

06-1506026

 

PlanNumber

506

 

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**II. Plan Terms**

 

**Introduction**

 

The Plan provides severance benefits to eligibleemployees of the Corporation.

** **

**Plan Coverage**

 

The Plan covers all full-time salaried employees andregular part-time salaried employees of the Corporation and any affiliatedcompany that the Committee has designated to participate in the Plan(collectively referred to as the “Corporation”) who incur an “EligibleTermination” (as defined below). These employees are referred to in thissummary as “Eligible Employees.” Notwithstanding the foregoing, (a) anemployee who has entered into an agreement with the Corporation which expresslyexcludes such employee from participation in this Plan (e.g., by naming thisPlan or excluding participation in Company-sponsored severance plans generally)and which remains in effect at the date of such employee’s termination ofemployment shall not be an Eligible Employee; and (b) an employee whootherwise would qualify but who is not on the United States payroll shall be anEligible Employee only if so determined by the Plan Administrator, and suchEligible Employee, and any employee of an affiliated company who qualifies asan Eligible Employee shall be subject to such additional terms and limitationsas the Plan Administrator may consider necessary or advisable; and (c) aworker who has signed an agreement with the Corporation stating that he or sheis not eligible to participate in the Plan and any worker that the Corporationtreats as an independent contractor, during the period that the worker is sotreated, regardless of whether such worker may be determined to be an employeeby administrative, judicial or other decision, shall not be an EligibleEmployee.  Each Eligible Employee shallbe designated as within one of the groups specified as “Selected Executives,” “LevelA,” “Level B,” or “Level C” as described in Section III below.

** **

**Eligible Termination**

 

Severance benefits are only payable under this Planif an Eligible Employee incurs an “Eligible Termination.” An EligibleTermination means an involuntary termination of an Eligible Employee’semployment by the Corporation for any reason except that an involuntarytermination for “Cause”, as defined below, will not constitute an EligibleTermination and in the case of any Eligible Employee designated as within LevelA, B or C as described in Section III below, an involuntary terminationdue to unsatisfactory performance will not constitute an Eligible Terminationunless otherwise determined by the Plan Administrator in its sole discretion.

 

The foregoing notwithstanding, an EligibleTermination shall not include (a) a unilateral resignation; or (b) anytermination where an offer of employment is made to the Eligible Employee of acomparable position at the Corporation.  Solelyfor the purpose of determining whether an Eligible Employee has received anoffer of a comparable position in connection with a Business Unit Acquisition(as defined below), an Eligible Employee shall be considered to have receivedsuch an offer if the offer is for employment with the entity that engaged insuch Business Unit Acquisition, the compensation payable pursuant to such offeris not less than 

 

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100%of such Eligible Employee’s base Salary with the Company immediately prior tothe Business Unit Acquisition and the principle place of employment under suchoffer is not more than 30 miles away from such Eligible Employee’s principleplace of employment with the Corporation immediately prior to the Business UnitAcquisition.  The determination of whether an EligibleEmployee has received an offer of a comparable position under any othercircumstances shall be determined by the Plan Administrator, in its solediscretion.

 

“Business Unit Acquisition” for purposes of thisPlan means the acquisition by an entity unrelated to the Corporation ofsubstantially all of the assets of a business unit of the Corporation.

 

“Cause” for purposes of this Plan means:

 

(a) Willful malfeasance or willful misconductby the Eligible Employee in connection with his or her employment;

 

(b) Continuing failure to perform such dutiesas are requested by any employee to whom the Eligible Employee reports,directly or indirectly or by the Board of Directors of the Corporation;

 

(c) Failure by the Eligible Employee to observematerial policies of the Corporation; or

 

(d) The commission by the Eligible Employee of (i) anyfelony or (ii) any misdemeanor involving moral turpitude.

** **

**Severance Benefits**

 

If an Eligible Employee incurs an EligibleTermination not within a Change in Control Period, he or she will be entitledto the Salary Continuation and benefits described in Section III below forthe period specified in Section III. If the Eligible Termination occurs within a Change in Control Period, theEligible Employee shall be entitled to receive Salary Continuation in an amountequal to 130% of the amount determined in accordance with Section III forthe period specified in Section III and benefits for the period specifiedin Section III, except as otherwise provided below; provided, however,that if the Corporation and the Eligible Employee have entered into a change incontrol agreement or other agreement specifically providing for severancepayments and benefits upon specified terminations following a change in controlof the Corporation which is in effect at the date of the Eligible Termination(whether or not severance payments and benefits are actually payable under suchother agreement), no Salary Continuation or benefits will be payable to theEligible Employee under this Plan.Under certain limited circumstances, however, the Chief Executive Officer ofthe Corporation (or other officers to whom authority is delegated) may alterthe provisions of the Plan (by, for example, increasing or reducing benefitsotherwise payable under the Plan), but not the time or form of payment of thosebenefits, in a manner that complies with Section 409A of the Code.Severance benefits under the Plan may not, in any event, exceed the limitationsimposed by ERISA on severance payable under welfare benefit plans.

 

The “Salary Continuation Period” described belowwill end and salary and benefits payable under this Plan will cease upon theearlier of: (a) the end of the Salary Continuation Period; (b) anEligible Employee’s reemployment by the Corporation or any subsidiary oraffiliate of the 

 

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Corporation; or (c) an Eligible Employee’searning compensation under any employment or compensatory arrangement forservices provided to any party other than the Corporation (including as anemployee, consultant, sole proprietor, security holder, or otherwise in anarrangement in which anything of value is earned or accrued based on theEligible Employee’s services). The Eligible Employee must inform thePlan Administrator of any such employment or other arrangement under which suchservices will be provided, prior to or upon commencement of such employment orarrangement, including the date as of which such employment or servicescommenced.  The Corporation shall beentitled to recover from the Eligible Employee any payments and the fair marketvalue of benefits previously made or provided to the Eligible Employee underthe Plan which would not have been paid if the Plan Administrator had adequateprior notice of the matters described in the preceding sentence.

 

Unlessotherwise determined by the Plan Administrator, the amount of Salary payableduring the period specified in Section III below shall be reduced by eachof the following amounts applicable to the Eligible Employee (but not reducedto an amount less than zero):

 

·                  theamount of any sign-on bonus or any other amount(s) paid by the Corporationto the Eligible Employee (other than the payment of base Salary,performance-related bonuses, or reimbursement of business-related expensesincurred by the Eligible Employee) in connection with the Eligible Employee’scommencement of employment, if such payment(s) occurred within twelvemonths of the date of the Eligible Termination, or

 

·                  theamount of any severance payments, termination payments or any other amountspaid or payable to the Eligible Employee arising from or relating to thetermination of employment of the Eligible Employee by the Corporation arisingfrom the laws of any governmental entity or the requirements of any workscouncil or labor organization.

 

If reduced in accordancewith this paragraph, the aggregate amount of Salary payable during the periodspecified in Section III shall be payable proportionately over the periodduring which Salary Continuation is to be paid, as specified in Section III.

 

The payment of severance benefits in excessof two weeks of Salary and benefits, as provided in Section III, isconditioned upon the signing ofa release and agreement and such other documents that the Plan Administratormay require in a form approved by the Plan Administrator. The release andagreement will require an Eligible Employee’s waiver of all claims, legal andcontractual, against the Corporation, its subsidiaries and affiliates.  In addition, it may require, among otherthings, that for the greater of a period of one year following termination orthrough the end of the Salary Continuation Period described below, the EligibleEmployee (a) be reasonably available to consult and cooperate with theCorporation on various matters and (b) not compete with the Corporation,its subsidiaries and affiliates, or recruit or solicit their customers oremployees. The release and agreement will be provided to the Eligible Employeeas soon as administratively practicable following the Eligible Termination andmust be executed and returned to the Corporation eight days before the date ofcommencement of payment of severance and benefits in excess of two weeks ofSalary and benefits. (In order to satisfy the exemption from Section 409Aof the Code described above, the date of commencement of payment of severanceand benefits in excess of two weeks of Salary and benefits shall be on orbefore the earlier of:  (i) the 90thday following the Eligible Termination, determined in the sole 

 

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discretion of the Plan Administrator; or (ii) March 15thof the calendar year following the year in which the Eligible Terminationoccurred.)

 

IMPORTANT: If an Eligible Employee does not sign therelease and agreement, he or she will not be entitled to any benefits under thePlan in excess of two weeks of Salary and benefits and will have NO RIGHT toany other severance benefits under the Plan. If the release and agreement issigned, the payment of severance benefits may be delayed until the end of anyperiod during which an employee is permitted by law to revoke a signed release.An Eligible Employee’s obligation under the agreement continues for the greaterof one year following termination or through the Salary Continuation Period,even if Salary Continuation ends prior to expiration of this period.

 

Anythingin this Plan to the contrary notwithstanding, payment of Salary Continuation that is not exempt fromcompliance with Section 409A of the Code to any Specified Employee uponseparation from service shall not be made before the date that is six monthsafter the date of separation from service (or, if earlier, the date of death ofsuch Specified Employee). Any Salary Continuation payment which is subject tothe six-month delay in payment described in this paragraph will be adjusted toreflect the deferred payment date by multiplying the delayed payment by theproduct of the six-month CMT Treasury Bill annualized yield rate as publishedby the U.S. Treasury for the date on which such payment would have been madebut for the delay multiplied by a fraction, the numerator of which is thenumber of days by which such payment was delayed and the denominator of whichis 365. The adjusted payment shall be made at the beginning of the seventhmonth following the Specified Employee’s separation from service.

 

Certain terms are used in the description of Planbenefits contained in this summary. These terms, and their meanings, are asfollows:

*** ***

***“Annual Incentive”*** means a bonus the amount of which is basedon performance determined over a one-year period.

*** ***

***“Annual Incentive Plan”*** means any annual incentive plan in which theEligible Employee participated immediately prior to termination of employment.

*** ***

***“Benefits Continuation”*** means the continuation of medical, dentaland life benefits that are paid over the Salary Continuation Period, asdescribed in Section III.

*** ***

***“Change in Control”*** means the occurrence of one of the followingevents:

 

(a)           any“Person,” as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) (other thanthe Corporation, any trustee or other fiduciary holding securities under anemployee benefit plan of the Corporation, or any corporation owned, directly orindirectly, by the stockholders of the Corporation in substantially the sameproportions as their ownership of stock in the Corporation) becomes the “BeneficialOwners” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Corporation representing 20% or more of thecombined voting power of the Corporation’s then-outstanding securities;

 

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(b)           duringany period of 24 months (not including any period prior to the Effective Date),individuals who at the beginning of such period constitute the board ofdirectors of the Corporation (the “Board”), and any new director (other than (i) adirector nominated by a Person who has entered into an agreement with theCorporation to effect a transaction described in paragraphs (a), (c), or (d) ofthis definition, (ii) a director nominated by any Person (including theCorporation) who publicly announces an intention to take or to consider takingactions (including, but not limited to, an actual or threatened proxy contest)which if consummated would constitute a Change in Control, or (iii) adirector nominated by any Person who is the Beneficial Owner, directly orindirectly, of securities of the Corporation representing 10% or more of thecombined voting power of the Corporation’s securities) whose election by theBoard or nomination for election by the Corporation’s stockholders was approvedin advance by a vote of at least two thirds (2/3) of the directors then stillin office who either were directors at the beginning of the period or whoseelection or nomination for election was previously so approved, cease for anyreason to constitute at least a majority thereof;

 

(c)           anytransaction (or series of transactions) is consummated under which theCorporation is merged or consolidated with any other company, other than amerger or consolidation (i) which would result in the voting securities ofthe Corporation outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securitiesof the surviving entity) more than 66 2/3% of the combined voting power of thevoting securities of the Corporation or such surviving entity outstandingimmediately after such merger or consolidation and (ii) after which noPerson holds 20% or more of the combined voting power of the then-outstandingsecurities of the Corporation or such surviving entity;

 

(d)           asale or disposition by the Corporation of all or substantially all of theCorporation’s assets is consummated or the stockholders of the Corporationapprove a plan of complete liquidation of the Corporation; or

 

(e)           theBoard adopts a resolution to the effect that, for purposes of this Plan, aChange in Control has occurred.

*** ***

***“Change in Control Period”*** means the period beginning upon a Change inControl and ending at the end of the 12th month following the Change inControl.

*** ***

***“Salary”*** means an Eligible Employee’s annual baseSalary in effect at the time of an Eligible Termination except, forpurposes of determining the amount payable during the Salary ContinuationPeriod, the Plan Administrator may, in its sole discretion, include anadditional cash amount as part of the amount of Salary, in order to reflect anyperiodic payment being received as compensation by the Eligible Employee inaddition to Salary immediately prior to termination and to ensure comparabilityof benefits among Eligible Employees receiving benefits under the Plan.

*** ***

***“Salary Continuation”*** means the Salary that is paid over theSalary Continuation Period.

*** ***

***“Salary Continuation Period”*** means the total number of weeks over whichSalary Continuation is payable.  TheSalary Continuation Period will begin immediately following the Eligible 

 

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Termination, subject to the Eligible Employee’sexecution and return of the release and agreement described above for SalaryContinuation in excess of two weeks.

*** ***

***“Specified Employee”*** means an employee whosatisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i),(ii) or (iii) of the Code without regard to Section 416(i)(5) ofthe Code at any time during a calendar year, in which case such employee shallbe considered a Specified Employee for the twelve-month period beginning on thefirst day of the fourth month immediately following the end of such calendaryear.

*** ***

***“Year of Service”*** means each full and partial year of employmentwith the Corporation.  Service will alsoinclude periods of employment prior to the reorganization of Dun &Bradstreet or Cognizant Corporation to the extent they were taken into accountunder the Dun & Bradstreet and Cognizant Career Transition Plans priorto such reorganization. All partial years of employment will be aggregated todetermine an Eligible Employee’s total Years of Service under the Plan. Priorperiods of employment with companies that are acquired or become affiliatedwith the Corporation will not be taken into account unless expressly approvedby the Plan Administrator.

 

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**III. Salary and BenefitsContinuation Information**

 

**Salary Continuation**

 

An Eligible Employee who has an Eligible Terminationwill be assigned to a Designated Group as follows:

 
| **Designated Group** | ** ** | **Participation Criteria**                                      | ** ** | **Salary Range**                          |
|----------------------|------------|-----------------------------------------------------------------|------------|-------------------------------------------|
| Selected  Executives |       | Persons  who have entered into Change in Control Agreements     |       | N/A                                       |
|                 |       |                                                            |       |                                      |
| A                    |       | Persons  who have not entered into Change in Control Agreements |       | Salary  greater than or equal to $150,000 |
|                 |       |                                                            |       |                                      |
| B                    |       | Persons  who have not entered into Change in Control Agreements |       | Salary  between $75,000 and $149,000      |
|                 |       |                                                            |       |                                      |
| C                    |       | All  other Eligible Employees                                   |       | Salary  less than $75,000                 |

 

An Eligible Employee’s Designated Group assignmentwill determine the period of Salary and Benefits Continuation upon an EligibleTermination in accordance with the following table:

 
| ** **                    | ** ** | **Selected  Executives**                                                                                                                                         | ** ** | **Group A**                                                                                                                                                      | ** ** | **Group B**                                                                                                                                                  | ** ** | **Group C**                                                                                                                                                        |
|-------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Less  than 1 Year of Service  |       | 26  weeks of   Salary and   Benefits Continuation                                                                                                                |       | 16  weeks of   Salary and   Benefits   Continuation                                                                                                              |       | 8  weeks of Salary   and Benefits  Continuation                                                                                                              |       | 4  weeks of Salary  and Benefits  Continuation                                                                                                                     |
|                          |       |                                                                                                                                                             |       |                                                                                                                                                             |       |                                                                                                                                                         |       |                                                                                                                                                               |
| One  or more Years of Service |       | 1.5  weeks of   Salary and   Benefits Continuation   per $10,000   of Salary   plus3 weeks of   Salary and   Benefits  Continuation  for each Year   of Service, |       | 1.5  weeks of   Salary and   Benefits   Continuation per  $10,000 of Salary  plus

2  weeks ofSalary and   Benefits   Continuation for   each Year of   Service, |       | 1  week ofSalary and   Benefits   Continuation per  $10,000 of Salary  plus  

2  weeks ofSalary and   Benefits   Continuation for   each Year of   Service, |       | 1  week of Salary   and Benefits   Continuation per   $10,000 of Salary   plus

1.5  weeks of   Salary and   Benefits   Continuation for   each Year of   Service, |

 

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|    |   | subject  to  minimum   and   maximum |   | subject  to   minimum and   maximum |   | subject  to   minimum and   maximum |   | subject  to   minimum and   maximum |
|---------|--------|--------------------------------------|--------|-------------------------------------|--------|-------------------------------------|--------|-------------------------------------|
|    |   |                                 |   |                                |   |                                |   |                                |
| Minimum |   | 26  weeks                            |   | 16  weeks                           |   | 8  weeks                            |   | 4  weeks                            |
|    |   |                                 |   |                                |   |                                |   |                                |
| Maximum |   | 104  weeks                           |   | 78  weeks                           |   | 52  weeks                           |   | 52  weeks                           |

 

Salary will be payable semi-monthly throughout theSalary Continuation Period. The amount of the semi-monthly payments will be atyour annualized Salary rate.

 

SampleCalculation

 

Ifan employee has 16 Years of Service with the Corporation and is earning aSalary equal to $110,000 at the time of an Eligible Termination, the employeewill receive semi-monthly payments at the annualized rate of $110,000 as below:

 

1.0 x ($110,000/$10,000) =11 weeks

 

plus

 

2.0 x 16 = 32.0 weeks

 

Resulting in a total of 43weeks of Salary

 

**Benefits Continuation**

 

Medical, dental and life insurance benefits willcontinue throughout the Salary Continuation Period at the levels in effect forthe Eligible Employee immediately prior to the Eligible Termination but in noevent greater than the levels in effect for active employees generally duringthe Salary Continuation Period, provided that the Eligible Employee shall paythe employee portion of any required premium or contribution and thatcontinuation of any medical flexible spending accounts will be on an after-taxbasis only.  Any period during which anEligible Employee and his or her dependents may be entitled to continuedmedical coverage following an Eligible Termination pursuant to federal or statelaws will commence as of the Eligible Termination and not the end of the SalaryContinuation Period.

 

Eligible Employees do not accrue or earn vacation ortime-off benefits during the Salary Continuation Period.

** **

**Termination of Salary and Benefits Continuation**

 

The Salary Continuation Period described above willend and salary and benefits payable under this Plan will cease upon the earlierof: (a) the end of the Salary Continuation Period; (b) the EligibleEmployee’s reemployment by the Corporation or any subsidiary or affiliate ofthe Corporation; or (c) the Eligible Employee’s earning compensation underany employment or compensatory arrangement for services provided to any partyother than the Corporation 

 

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(including as an employee, consultant, soleproprietor, security holder, or otherwise in an arrangement in which anythingof value is earned or accrued based on your services). The EligibleEmployee must inform the Plan Administrator of any such employment or otherarrangement under which such services will be provided, prior to or uponcommencement of such employment or arrangement, including the date as of whichsuch employment or services commenced. The Corporation shall be entitled to recover from the Eligible Employeeany payments and the fair market value of benefits previously made or providedto the Eligible Employee under the Plan which would not have been paid if thePlan Administrator had adequate prior notice of the matters described in thepreceding sentence.

** **

**Annual Incentive**

 

The following applies to Eligible Employees who wereparticipants in any Annual Incentive Plan immediately prior to an EligibleTermination:

 

If an Eligible Employee was employed for at least 6full calendar months in the Annual Incentive Plan performance period duringwhich the Eligible Termination occurs, he or she will receive, in cash, aportion of the Annual Incentive which would have been payable for that yearunder the Annual Incentive Plan if employment did not terminate. The portion ofthe incentive payable is determined by multiplying the amount of the AnnualIncentive that would have been payable by the number of full months of theEligible Employee’s employment during the Annual Incentive Plan performanceperiod and dividing that result by 12.

 

The amount payable under this Plan will be paid atthe time the Annual Incentive would have been paid if an Eligible Terminationhad not occurred. In addition, no incentive will be paid in respect of aprogram that is designed to be based on a performance period of less than oneyear (e.g., quarterly bonuses).

** **

**Annual Incentive Example:**

 

An Eligible Employee incurs an Eligible Terminationon July 1st, six months into an Annual Incentive performance period (forthis illustration the performance period is assumed to be the calendar year).Annual Incentives are normally payable in March of the following year andat that time it is determined that the Eligible Employee would have received a$10,000 Annual Incentive for the prior year. The amount payable to the EligibleEmployee is determined as follows:

 

$10,000 x 6/12 = $5,000

 

If the Eligible Employee incurred an EligibleTermination at any time prior to July 1st, no Annual Incentive would bepayable because the Eligible Employee must be employed at least six full monthsduring an Annual Incentive performance period to be entitled to an AnnualIncentive under this Plan.

** **

**Stock Options**

 

Upon termination of employment, any and allexercisable (vested) stock options held by an Eligible Employee either shallterminate and be forfeited, or may be exercisable for a limited 

 

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period of time as set forth in the applicable stockoption plan prospectus distributed to employees. Unvested options shallterminate and be forfeited upon termination of employment. The prospectus alsodescribes the treatment of any “purchased options.”

** **

**Outplacement Services**

 

An Eligible Employee will be entitled to suchreasonable outplacement services as may be provided by the Corporation. TheCorporation will inform all Eligible Employees of the availability ofoutplacement services. Any such outplacement services provided to an EligibleEmployee will not extend beyond the last day of the second calendar yearfollowing the calendar year in which the Eligible Employee’s EligibleTermination occurred, provided that any reimbursement for outplacement expensesmay be paid by the last day of the third calendar year following the calendaryear in which the Eligible Employee’s Eligible Termination occurred.

** **

**Death During Salary Continuation Period**

 

In the event of an Eligible Employee’s death duringthe Salary Continuation Period, the Salary Continuation and Annual Incentiveamounts will continue to be paid to the Eligible Employee’s estate at the timeor times otherwise provided for in this Plan. The payment of all other benefitsunder the Plan will cease.

** **

**No Further Grants**

 

Following an Eligible Employee’s termination ofemployment and in accordance with the applicable plans and programs, no newgrants, awards or contributions will be made to, by or on behalf of him or herunder any plan or program of the Corporation including, but not limited to, theAnnual Incentive Plan and any stock option, retirement or savings plan. Inaddition, participation in all Corporation benefit plans (other than themedical, dental and life insurance coverage which may be continued under thisPlan) will cease upon termination of employment.

 

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