**Exhibit 10.1**

 

**IMSHEALTH INCORPORATED**

 

**Long-TermIncentive****Program**

(As Amended andRestated February 10, 2009)

 

1.             **General**.  This Long-Term Incentive Program (the “Program”)of IMS HEALTH INCORPORATED (the “Company” or “IMS HEALTH”) authorizes the grantof certain awards under Section 9 of the Company’s Employees’ StockIncentive Plan (the “ESIP”) and Section 9 of the Company’s 2000 StockIncentive Plan (the “2000 Plan” and, with the ESIP, the “Plans”) and sets forthcertain terms and conditions of such grants. The purpose of the Program is to help the Company secure and retainemployees of outstanding ability and to motivate such employees to exert theirbest efforts on behalf of the Company and its subsidiaries by providingincentives directly linked to the profitability of the Company, and otherwiseto further the purposes of the Plans. The applicable terms and conditions of each of the Plans areincorporated by reference in this Program, and shall apply to the extent thatthe Committee has specified that the cash or Shares that are issuable ordeliverable in settlement of an Award are drawn from either of the Plans.  If any provision of this Program or anagreement hereunder conflicts with a provision of the applicable Plan, theprovision of the applicable Plan shall govern. The Committee may delegate to specified officers or employees of theCompany authority to perform administrative or other functions under theProgram.

 

2.             **Definitions**.  Capitalized terms used in this Program butnot defined herein have the same meanings as defined in the applicablePlan.  In addition to such terms andthose terms defined in Section 1 above, the following are defined termsunder this Program:

 

(a)           “Account” means the accountestablished for a Participant under Section 6(a).

 

(b)           “Award” means the amount of aParticipant’s Award Opportunity in respect of a Performance Period determinedby the Committee to have been earned and the Participant’s rights to futurepayments of cash, Shares, Restricted Stock Units or non-restricted Stock Units,or Restricted Shares in settlement thereof.

 

(c)           “Award Opportunity” means theParticipant’s opportunity to earn specified dollar-denominated and/or StockUnit-denominated amounts in respect of a Performance Period.  An Award Opportunity constitutes aconditional right to receive settlement of an Other Stock-Based Award forpurposes of the Plans.

 

(d)           “Cause” means “cause” as defined inan employment agreement between the Company and the Participant in effect atthe time of Termination of Employment or, if there is no such employmentagreement, Cause shall mean the (1) willful malfeasance or willfulmisconduct by the Participant in connection with his or her employment, (2) continuingfailure to perform such duties as are requested by any employee to whom theParticipant reports, directly or indirectly, or by the Board of Directors ofthe Company or the board of directors of any Subsidiary or affiliate whichemploys Participant, (3) failure by the Participant to observe policies ofthe Company or his or her employer applicable to the Participant, or (4) commissionby the Participant of (i) any felony or (ii) any misdemeanorinvolving moral turpitude.

 

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(e)           “Covered Employee” means an employeewhom the Committee deems likely to be, at the end of a given PerformancePeriod, a “covered employee” within the meaning of Section 162(m) ofthe Code.

 

(f)            “Dividend Equivalents” means creditsto a Participant’s Account in respect of each Stock Unit as determined under Section 6(b).

 

(g)           “Participant” means an employeeparticipating in this Program.

 

(h)           “Performance Goal” means the Companyor individual accomplishment required as a condition to the earning of an AwardOpportunity.  Unless otherwise determinedby the Committee, Performance Goals shall meet the requirements of Section 9(b) ofthe ESIP.

 

(i)            “Performance Period” means theperiod of two consecutive fiscal years over which an Award Opportunity may beearned, provided that the Committee may specify a different duration for anyPerformance Period.

 

(j)            “Restricted Share” means a Sharegranted as an Other Stock-Based Award under the Plans, subject to a risk offorfeiture, non-transferable prior to vesting, restricted as to the right toreceive dividends, and subject to such other restrictions as specified in thePlans or this Program and as the Committee may specify in any applicableagreement which must be executed by the Participant as a condition to receiptof the grant.  A Restricted Share will beactually issued by the Company at the time of grant, but the certificatetherefor may be retained in the custody of the Company.

 

(k)           “Stock Unit” is a bookkeeping unitwhich represents a conditional right to receive one Share upon settlement,together with a right to Dividend Equivalents as specified in Section 6(b).  Stock Units constitute a commitment by theCompany to issue or deliver Common Stock at specified future dates insettlement of Other Stock-Based Awards under the Plans.  Stock Units are arbitrary accounting measurescreated and used solely for purposes of this Program, and do not representownership rights in the Company, Shares, or any asset of the Company.  Stock Units subject to a risk of forfeiturebased on continued employment and vesting may be referred to as “RestrictedStock Units.”

 

(l)            “Termination of Employment” meansthe termination of a Participant’s employment by the Company or a Subsidiaryimmediately after which the Participant is not employed by the Company or anySubsidiary; provided, however, that in the case of an Award Opportunity orAward that constitutes a deferral of compensation under Code Section 409A,“Termination of Employment” means a “separation from service” as defined inTreasury Regulation § 1.409A-1(h).

 

3.             **Eligibility**.  Employees who are eligible to participate inany of the Plans may be selected by the Committee to participate in thisProgram.

 

4.             **Designationand Earning of Award Opportunities**.

 

(a)           *Designation of AwardOpportunities and Performance Goals*. The Committee shall select employees to participate in the Program for aPerformance Period and designate, for each such Participant, the AwardOpportunity such 

 

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Participant mayearn for such Performance Period, the nature of the Performance Goal theachievement of which will result in the earning of the Award Opportunity, andthe levels of earning of the Award Opportunity corresponding to the levels ofachievement of the performance goal.  Ifan Award is intended to be a “Performance-Based Award” under Section 9(b) ofthe ESIP, which would qualify under Section 162(m) of the Code, theCommittee’s determinations under this Section 4(a) shall be made notlater than 90 days after the Performance Period begins and in no event after25% of the Performance Period has elapsed. The Award Opportunity earnable by each Participant shall range from 0%to a specified maximum percentage of a specified target Award Opportunity.  The Committee shall specify a table, grid, orformula that sets forth the amount of a Participant’s Award Opportunity thatwill be earned corresponding to the level of achievement of a specifiedPerformance Goal.  The foregoingnotwithstanding, the per-person limitation under Section 9(b) of theESIP shall apply to the portion of the Award Opportunity that is denominated incash and the per-person limitation under Section 3(b) of the ESIPshall apply to the portion of the Award Opportunity that is denominated inStock Units in the case of any Award governed by the ESIP.  The ESIP’s per-person limitation shall beapplied taking into account the fact that Performance Periods may overlap.  Accordingly, any Award Opportunity designatedfor any new Performance Period under the Program shall be limited such that themaximum amounts earnable under such Award Opportunity, together with themaximum amounts earnable under all other previously authorized PerformancePeriods which overlap with such new Performance Period, will not exceed theapplicable per-person limitation in effect for the first year of the newPerformance Period.

 

(b)           *Additional Participantsand Award Opportunity Designations During a Performance Period*.  The provisions of Section 4(a) notwithstanding,at any time during a Performance Period the Committee may select a new employeeor a newly promoted employee to participate in the Program for that PerformancePeriod and/or designate, for any such Participant, an Award Opportunity (oradditional Award Opportunity) amount for such Performance Period.  In determining the amount of the AwardOpportunity for such Participant under this Section 4(b), the Committeemay take into account the portion of the Performance Period already elapsed,the performance achieved during such elapsed portion of the Performance Period,and such other considerations as the Committee may deem relevant.  The Committee shall have no authority togrant additional Award Opportunities under this Section 4(b) if andto the extent that such authority would cause any Award Opportunity granted toa Covered Employee to not qualify as “performance-based compensation” under Section 162(m) ofthe Code.

 

(c)           *Determination of Award*.  As promptly as practicable after the end ofeach Performance Period, the Committee shall determine the extent to which thePerformance Goal for the earning of Award Opportunities was achieved duringsuch Performance Period and the resulting Award to the Participant for suchPerformance Period.  The Committee mayadjust upward or downward the amount of an Award, in its sole discretion, inlight of such considerations as the Committee may deem relevant (but subject toapplicable limitations of the Program, including the maximum Award Opportunityauthorized for each Participant); provided, however, that, with respect to aCovered Employee, no upward adjustment may be made and adjustments otherwiseshall comply with applicable requirements of Treasury Regulation 1.162-27(e) underthe Code; and provided further that, for any Performance Period beginning in2009 or thereafter, the Committee shall have no discretion to adjust an Awardupward or downward (non-discretionary adjustments 

 

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in accordance withexplicit and objective terms set forth as part of the designation of thePerformance Goal under Section 4(a) will be permitted, however).  In all cases, the Committee’s determinationunder this Section 4(c) shall be made between January 1 and March 15following the end of a Performance Period that ends on the last day of theCompany’s fiscal year, and shall be made within 75 days following the end ofany Performance Period ending at a date other than the last day of the Company’sfiscal year.

 

(d)           *Change in Control. *In the event of a Change inControl during the Performance Period, each Participant’s Award Opportunityshall be deemed earned at the target level and settled by delivery of cash andShares without further restrictions or vesting requirements, unless otherwiseprovided by the Committee at the time the Award Opportunity is designated underSection 4(a).  If, upon a Change inControl, an Award Opportunity is deemed earned at any level less than themaximum level, Participants shall retain the opportunity to earn any unearnedportion of the Award Opportunity based on performance in the remainder of thePerformance Period.  For purposes of thisSection 4(d), settlement shall occur within five business days after theChange in Control, except that, in the case of any Award that constitutes adeferral of compensation under Code Section 409A, settlement shall occurwithin five business days after (i) the occurrence of a “409A Change inControl” (as defined in the applicable Plan) occurring at the time of orfollowing the Change in Control or (ii) upon occurrence of the Change inControl occurring within 90 days after the 409A Change in Control, but only ifthe occurrence of the Change in Control is non-discretionary and objectivelydeterminable at the time of the 409A Change in Control (in this case, theParticipant shall have no influence on when during such 90-day period thesettlement shall occur).  If a Change inControl occurs but settlement of an Award that constitutes a deferral ofcompensation under Code Section 409A does not occur under the precedingsentence, such Award shall be settled at the earliest of (i) the earliestpermitted time of settlement that would have applied if the Performance Periodcontinued to its conclusion in the absence of a Change in Control, (ii) occurrenceof a 409A Change in Control, or (iii) the Participant’s separation fromservice, subject to the six-month delay rule in Section 17(a)(iii)(B) ofthe ESIP and Section 16(a)(iii)(B) of the 2000 Plan.  In the event that any vested Stock Unit thatconstitutes a deferral of compensation under Code Section 409A cannot besettled upon a Change in Control or immediately upon the Participant’sseparation from service after a Change in Control, the Participant shall havethe right to elect to denominate such Stock Units in cash (based on the thenFair Market Value of Shares) both at the time of the Change in Control andagain upon separation from service following the Change in Control.  If the Participant elects to denominate suchAward in cash, the Company will adjust the cash payment to reflect the deferredsettlement date by multiplying the cash amount by the product of the six-monthCMT Treasury Bill annualized yield rate as published by the U.S. Treasury forthe date on which the award was denominated in cash (or the most appropriatesurrogate for such rate if such rate is not available) multiplied by afraction, the numerator of which is the number of days from and including thedate on which the award was denominated in cash until and including the date ofpayment of such award to Executive and the denominator of which is 365, and paysuch adjusted amount at settlement.

 

5.             **Vesting ofAwards and Settlement**.

 

(a)           *Vesting of Award*.  Awards with respect to a given PerformancePeriod shall become vested at such times as the Committee shall determine.  The foregoing 

 

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notwithstanding,the unvested portion of any Award shall immediately vest upon a Change inControl or as otherwise provided under Section 7 in the event ofTermination of Employment in specified circumstances.  In addition, the Committee may, in its solediscretion, accelerate the vesting of any unvested portion of an Award.Restricted Stock Units and unvested deferred cash amounts shall be credited tothe “unvested subaccount” under the Participant’s Account.

 

(b)           *Form of Award andDeferral*.  The Committee shallspecify whether cash, deferred cash, Shares, Restricted Stock Units,non-restricted Stock Units or Restricted Shares will be paid, issued, creditedor granted to the Participant upon the earning of an Award Opportunity.  A Participant will be permitted to elect todefer settlement of the Award, in the discretion of the Committee; any deferralelection must be made in accordance with Exhibit A to the 1998 ESIP andany other restrictions imposed by the Senior Vice President — HumanResources.   If Stock Units (Restrictedor non-restricted) or deferred cash are credited to a Participant’s Account,the Participant will not be permitted to elect to change the form of deferralin a way affecting Stock Units (i.e., he or she may not switch out of the StockUnits into deferred cash or vice versa), except as otherwise provided under Section 4(d).

 

(c)           *Settlement of Award andAccount*.  Any non-deferred,vested Award shall be paid   by theCompany in settlement promptly after the date of determination by the Committeeunder Section 4(c), subject to Sections 4(d) and 7.  For this purpose, the term “promptly” means,for a Performance Period that ends on the last day of a fiscal year, by thefollowing April 30, and for a Performance Period that ends earlier thanthe last day of a fiscal year, within 75 days after the lapse of theParticipant’s substantial risk of forfeiture with respect to such Award.  With respect to any unvested and/or deferredamount in the Participant’s Account, deferred cash will be paid in cash on thefirst business day after the date it is both vested and subject to no furtherdeferral, Stock Units will be settled by issuing and/or delivering to theParticipant one Share for each Stock Unit being settled on the first businessday after the date the Stock Units are both vested and subject to no furtherdeferral, and certificates representing Shares will be delivered promptly afterthe date Restricted Shares vest.  Anydeferral period will end immediately prior to a 409A Change in Control, subjectto the settlement and related rules under Section 4(d) (includingcash denomination election rules).  TheCommittee or its delegee may, in its sole discretion, determine the manner inwhich whole Shares shall be delivered by the Company and the manner ofsettlement of any fractional Share.

 

(d)           *Tax Withholding*.  The Company shall deduct from any settlementof a Participant’s Award or other payment to the Participant any Federal,state, or local withholding or other tax or charge which the Company is thenrequired to deduct under applicable law with respect to the Award.  In furtherance of this requirement, theCompany shall withhold from the Shares issuable or deliverable in settlement ofa Participant’s Stock Units or upon the vesting of Restricted Shares the numberof Shares having an aggregate Fair Market Value equal to any Federal, state,and local withholding or other tax or charge which the Company is required towithhold under applicable law, unless the Participant has otherwise elected andhas made other arrangements satisfactory to the Company to pay such withholdingamounts.

 

(e)           *Non-Transferability*.  An Award Opportunity and any resulting Award,including any deferred cash, Stock Unit, Restricted Share, Account or Accountbalance, or other right hereunder shall be non-transferable and subject to such

 

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relatedrestrictions as specified in Sections 13 and 17(a)(vii) of the ESIP andSections 12 and 16(a)(viii) of the 2000 Plan.

 

6.             **CertainTerms of Accounts and Awards**.

 

(a)           *Account*.  The Company shall maintain a bookkeepingaccount for each Participant reflecting the amount of Stock Units, deferredcash and other amounts then credited to the Participant hereunder.  Restricted Shares will not be deemed to becredited to such Account, but the Company may provide include on any accountstatement information with respect to the Participant’s Restricted Shares underthe Program.  The Account may includesubaccounts or other appropriate designations.

 

(b)           *Dividend Equivalents and Dividends*.  Dividend Equivalents shall be payable or credited on Stock Units (whether Restricted or non-restricted), and dividends shall be payable on Restricted Shares, if and to the extent specified by the Committee.  Without limiting the authority of the Committee, the Committee may specify that Dividend Equivalents will not be credited to the Participant’s Account and dividends will not be paid on Restricted Shares on regular dividend payment dates, but at such time as Stock Units are to be settled or Restricted Shares vest the Participant shall receive a cash payment, together with the issuance of each Share in settlement of each Stock Unit or the vesting of each Restricted Share, equal to the aggregate amount of regular cash dividends on one Share the record date for which occurred between the beginning of the Performance Period and the date of such settlement or vesting.  No interest will be payable in connection with such dividend equivalents or dividends.  Dividend Equivalents will be deemed to be separate payments from the underlying Stock Units or Restricted Shares for purposes of Code Section 409A.  Determinations as to the form and timing of payment of Dividend Equivalents under this Section 6(b) shall be made at the time of designation of the Award Opportunity, except to the extent otherwise permitted in compliance with Code Section 409A.

 

(c)           *Adjustments*.  The Committee may adjust the number of StockUnits credited to Participant’s Account and/or the number of the Participant’sRestricted Shares in order to prevent dilution or enlargement of Participants’rights with respect thereto, to reflect any changes in the number ofoutstanding Shares or other effect resulting from any event referred to Section 10(a) ofthe ESIP or Section 9(a) of the 2000 Plan.  Participants shall have a legal right toadjustments to Award Opportunities and Awards in the event of an equityrestructuring to the extent provided in Section 10(a) of the ESIP or Section 9(a) ofthe 2000 Plan.

 

(d)           *Grandfathered Awards*.  Any Award that was vested before 2005 andremains outstanding at the date of amendment and restatement of the Plan on October 21,2008 shall be subject to the terms of this Plan and interpretations hereunderas in effect on October 3, 2004, and shall not be materially modifiedthereafter.

 

7.             **Effect ofTermination of Employment**.

 

(a)           *Termination Prior toCompletion of Performance Period*. Except to the extent set forth in subsections (i) and (ii) ofthis Section 7(a), upon a Participant’s Termination of Employment prior tocompletion of a Performance Period, the Participant’s Award Opportunityrelating to such Performance Period shall cease to be 

 

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earnable and shallbe canceled, and the Participant shall have no further rights or opportunitieshereunder:

 

(i)                                     Disability or death.  If Termination of Employment is due to theDisability or death of the Participant, the Participant or his or herbeneficiary shall be deemed to have earned and shall be entitled to receive anAward for any Performance Period in which termination occurs equal to the Awardwhich would have been earned had Participant’s employment not terminatedmultiplied by a fraction the numerator of which is the number of calendar daysfrom the beginning of the Performance Period to the date of Participant’sTermination of Employment and the denominator of which is the number ofcalendar days in the Performance Period. Such pro rata Award will be determined at the same time as Awards forcontinuing Participants are determined (i.e., normally at the end of thePerformance Period in accordance with Section 4(c)).  Upon its determination, such pro rata Awardshall be fully vested and shall be settled in cash and Shares (without furthervesting required) by March 15th of the year following completion of thePerformance Period (or at any earlier applicable date under Section 5(c) or4(d)), except that, if the Participant is eligible to file and has timely filedan irrevocable election to defer settlement following a Termination ofEmployment due to Disability, such pro rata Award shall be settled inaccordance with such deferral election. The portion of the Participant’s Award Opportunity not earned will ceaseto be earnable and will be canceled.  Section 17(g) ofthe 1998 ESIP and Section 16(g) of the 2000 Plan shall apply, but theAward shall be deemed to be subject to a performance-based vesting conditionuntil the determination as to the extent of earning is made hereunder.

 

(ii)                                  Committee Discretion.  The Committee may determine that theParticipant shall be deemed to have earned all or a portion of an AwardOpportunity for the Performance Period in which termination occurred, either atthe time of termination or following completion of the Performance Period,except that no such determination may be made if the Company terminated theParticipant for Cause, and in the case of an Award that constitutes a deferralof compensation under Code Section 409A, the Committee’s determination asto the deemed earning of the Award shall not result in an acceleration of thetime of settlement of the Award not otherwise permitted under Code Section 409A.

 

(b)           *Termination AfterCompletion of Performance Period*. Upon a Participant’s Termination of Employment after completion of agiven Performance Period (including a termination prior to the Committee’sdetermination of the amount of the Participant’s Award Opportunity earned), thefollowing provisions shall apply:

 

(i)                                     Vested Portion of Award.  Any vested portion of the Participant’s Award(regardless of any elective deferral) shall be settled on the 30th day following Termination of Employment,subject to the six-month delay rule in Section 17(a)(iii)(B) ofthe ESIP and Section 16(a)(iii)(B) of the 2000 Plan (applicable toany Award that constitutes a deferral of compensation under Code Section 409A),except that, if Termination of Employment is by the Company for Cause and priorto the Committee’s determination of the amount of Award Opportunity earned fora given Performance Period, 

 

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the Participant’sAward for that Performance Period will be forfeited, and if Termination ofEmployment is due to Disability or Retirement and the Participant is eligibleto file and has timely filed an irrevocable election to defer settlement of hisAccount following Termination of Employment, such Account shall be settled inaccordance with such deferral election.

 

(ii)                                  Unvested Portion of Award.  Except to the extent set forth in subsections(A) and (Bi) of this Section 7(b)(ii), any unvested Award, includingany Restricted Stock Units and unvested deferred cash credited to theParticipant’s Account and unvested Restricted Shares, will be forfeited:

 

(A)                              Disability,death, or Retirement.  If Termination ofEmployment is due to the Disability or death of the Participant, or ifTermination of Employment is due to Retirement and the Committee hasspecifically approved the vesting upon such Retirement, any Award, includingRestricted Stock Units, deferred cash and Restricted Shares, shall be deemedvested for purposes of this Section 7(b)(ii). Section 17(g) ofthe 1998 ESIP and Section 16(g) of the 2000 Plan shall apply.

 

(B)                                CommitteeDiscretion.  The provisions of (A) abovenotwithstanding, the Committee may determine to accelerate the vesting of allor any portion of a Participant’s Award, except in the event that the Companyterminated the Participant for Cause.

 

(C)                                409AAwards.  In the case of an Award thatconstitutes a deferral of compensation under Code Section 409A, the lapseof the substantial risk of forfeiture of the Award under (A) or (B) aboveshall not result in an acceleration of the time of settlement of the Award nototherwise permitted under Code Section 409A.

 

(c)           *Other TerminationProvisions*.  Any vesting andsettlement of Award Opportunities and Awards provided for in a separateagreement between the Participant and the Company shall be subject to the rules forcompliance with Code Section 409A set forth in Section 17 of the 1998ESIP and Section 16 of the 2000 Plan, and to the terms and provisions ofsuch separate agreement.

 

8.             **Forfeitureof Awards and Gain Realized Upon Prior Vesting and Settlement**.

 

The greatestassets of IMS HEALTH are its employees, technology and customers.  In recognition of the increased risk ofunfairly losing any of these assets to its competitors, IMS HEALTH has adoptedthe following policy:

 

If a Participantdirectly or indirectly engages in any of the “Detrimental Activities” definedbelow during his or her employment or after having left employment (to theextent provided below) by the Company or any of its affiliates (each, an “IMSHEALTH Company”):

 

Any unvestedAwards (including Restricted Stock Units, cash, and Restricted Shares) shallautomatically be forfeited on the later of the date of the 

 

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Participant’s  Termination of Employment or the date of hisor her Detrimental Activity, without regard to the provisions of Section 7;and

 

Any Awards thatvested within one year prior to, or at any time after, the date of theParticipant’s  Detrimental Activity (the “ForfeiturePeriod”) but which have not yet been settled shall automatically be forfeitedat the later of the date of his or her Termination of Employment or the date ofhis or her Detrimental Activity; and

 

The Participantshall pay to the Company, in cash, a forfeiture amount  with respect to any Awards that vested andwere settled during the Forfeiture Period equal to the amount of cash paid toParticipant in such settlement plus the fair market value (determined as of thedate of settlement of the Stock Units or date of vesting of Restricted Shares)of the Shares delivered to the Participant in settlement of his or her StockUnits or the Restricted Shares that became vested during the Forfeiture Period,such forfeiture amount payable at the later of the Participant’s Termination ofEmployment or the date of his or her Detrimental Activity.

 

DetrimentalActivities are defined as:

 

using ordisclosing any information that has been treated by an IMS HEALTH Company asconfidential or proprietary and is of competitive advantage to such IMS HEALTHCompany, unless the Participant is using or disclosing it in the course of hisor her job with such IMS HEALTH Company,

 

during the periodbeginning at the start of the Performance Period and ending twelve months afterthe Participant leaves employment with any IMS HEALTH Company (the “ProhibitivePeriod”), soliciting for anyone other than an IMS HEALTH Company the trade orbusiness of any entity that was a customer, prospective customer or datasupplier of an IMS HEALTH Company during the period that the Participant workedfor any IMS HEALTH Company,

 

during theProhibitive Period, soliciting any employee of any IMS HEALTH Company to leavehis or her employment; or employing or otherwise using the services of anyperson who is or was an IMS HEALTH Company employee during the last twelvemonths that the Participant  worked foran IMS HEALTH Company, or

 

during theProhibitive Period, directly or indirectly (including without limitation as anofficer, director, employee, advisor, consultant or investor), (i) seekingor accepting any employment or other work with or providing assistance to anyperson or entity that offers Competitive Services (as defined below) to anyperson or entity that was a customer or potential customer of any IMS HEALTHCompany at any time during the last two years of his or her employment with anyIMS HEALTH Company, or (ii) otherwise providing Competitive Services.

 

For purposes hereof, “CompetitiveServices” means engaging in of the following activities anywhere in the worldin connection with providing information services to the pharmaceutical andhealthcare industry:

 

(a)                                  creatingmarket research reports or audits;

 

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(b)                                 usingor developing technology similar to that which IMS HEALTH uses to processpharmaceutical or health care information, including but not limited todecision support tools, data warehousing applications and data miningapplications;

 

(c)                                  managementof sales forces;

 

(d)                                 measurementof sales force performance or product performance;

 

(e)                                  creationof physician profiles for purposes of targeting; or

 

(f)                                    micromarketingprograms based on actual prescribing behavior of physicians and otherprescribers.

 

*Byaccepting any grant of an Award Opportunity or Award, the Participant shall bedeemed to have consented to a deduction from any amounts the Company or theParticipant’s employer owes to him or her from time to time equal to theforfeiture amount, to the extent such deduction is permitted by applicable law.*

 

9.             **GeneralProvisions**.

 

(a)           *Changes to this Program*.  The Committee may at any time amend, alter,suspend, discontinue, or terminate this Program, and such action shall not besubject to the approval of the Company’s shareholders; provided, however, thatany amendment to the Program beyond the scope of the Committee’s authorityshall be subject to the approval of the Board of Directors; and providedfurther, that, without the consent of an affected Participant, no such actionmay materially impair the rights of such Participant with respect to an Awardoutstanding at the time of the amendment. The foregoing notwithstanding, the Committee may, in its discretion,accelerate the termination of any deferral period and the resulting settlementof Stock Units or other deferred amounts, with respect to an individualParticipant or all Participants, without the consent of the affectedParticipants.

 

(b)           *Not Annual Bonus forPurposes of Other Plans.* Amounts earned or payable under the Program shall not be deemed to beannual incentive or annual bonus compensation for purposes of any retirement orsupplemental pension plan of the Company, any employment agreement or change incontrol agreement between the Company and any Participant, or for purposes ofany other plan, unless the Company shall enter into a written agreement thatspecifically identifies this Program by name and specifies that amounts earnedor payable hereunder shall be considered to be annual incentive or annual bonuscompensation.

 

(c)           *Unfunded Status ofParticipant Rights*.  AwardOpportunities, Awards (other than Restricted Shares), Accounts, Stock Units andother deferred amounts, and related rights of a Participant represent unfundeddeferred compensation obligations of the Company for ERISA and federal incometax purposes and, with respect thereto, the Participant shall have rights nogreater than those of an unsecured creditor of the Company.

 

(d)           *Nonexclusivity of theProgram*.  The adoption of thisProgram shall not be construed as creating any limitations on the power of theBoard or Committee to adopt such other compensation arrangements as it may deemdesirable for any Participant.

 

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(e)           *Additional Terms Relatingto Participants in Japan.*  TheShares subject to Awards to Participants in Japan shall consist solely oftreasury shares, that is, the shares of IMS Health Incorporated already issuedand held in the name of IMS Health Incorporated.

 

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