**Exhibit 10.2**

# **IMSHEALTH INCORPORATED**

# **Long-TermIncentive Program**

# **Designationof                Performance Period, Performance Goal**

# **AndAward Opportunities**

Infurtherance of Section 4 of the Long-Term Incentive Program (the “Program”),for the period January 1,                through December 31,                (the “               Performance Period”) the Performance Goal, Award Opportunities, andparticipation shall be as set forth in this Designation.  Terms used in this Designation have themeanings defined in the Program.

Part I.                                   Performance Goal and Award Opportunities

(a)                                  Forthe                Performance Period, the Performance Goal shall be a blended goal weighted 50%based on revenues of the Company and 50% based on operating income.  The Award Opportunity earnable by eachParticipant shall range from 0% to 200% of the Participant’s target AwardOpportunity, and shall relate to the Performance Goal as set forth in (i)through (iii) below:

(i)            PerformanceGoal.  The “Performance Goal” tablefor the                Performance Period shall be as follows (subject to Section 4(c) of the Program)(numbers in millions of U.S. dollars, except Payout Percentages):
| **Performance**   | ** ** | **Floor** | ** ** | **Downside  Minimum** | ** ** | **Downside  Cliff** | ** ** | **Target** | ** ** | **Upside  Potential** | ** ** | **Maximum** | ** ** |
|-------------------|------------|-----------|------------|-----------------------|------------|---------------------|------------|------------|------------|-----------------------|------------|-------------|------------|
| Revenue           |       |      |       |                  |       |                |       |       |       |                  |       |        |       |
| Payout Percentage |       |      |       |                  |       |                |       |       |       |                  |       |        |       |
| Operating Income  |       |      |       |                  |       |                |       |       |       |                  |       |        |       |
| Payout Percentage |       |      |       |                  |       |                |       |       |       |                  |       |        |       |

 

The Committee may adjust the componentsof the Performance Goal specified above at any time, provided that, in the caseof a Covered Employee, the level of any element of the Performance Goal asadjusted shall be not less than the Downside Minimum level specified for thatelement of the Performance Goal as set forth in the above Table.  Thus, for purposes of Section 162(m), thePerformance Goal shall be deemed to be the Downside Minimum level ofperformance which shall authorize the Committee to award up to the Maximumlevel of payout, with any specification of a different Performance Goalpermitted hereunder in respect of a Covered Employee representing an exerciseof negative discretion decreasing the payouts that otherwise would beauthorized for achievement of such minimum levels of performance.

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(ii)           AwardOpportunities Earned For Performance. Award opportunities shall be deemed earned at the end of the PerformancePeriod as follows:  First, the Committeeshall determine the level of achievement of the revenue component of thePerformance Goal and the operating income component of the Performance Goal,and for each the corresponding “Component Payout Percentages.”  (Example: Revenue at target has a Component Payout Percentage of 100%.)  For component performance between any twoperformance levels (e.g., between “Downside Minimum” and “Downside Cliff”), theComponent Payout Percentage will be interpolated.  For performance at the “Floor” level, theComponent Payout Percentage will be zero, and for performance above the UpsideMaximum, the Component Payout Percentage will be 200%.  Second, the “Final Payout Percentage” will bedetermined as the sum of 50% of the Component Payout Percentage for revenuesand 50% of the Component Payout Percentage for operating income.  Third, the Participant’s target AwardOpportunity will be deemed earned at the Final Payout Percentage.  Any portion of the Award Opportunity notearned will be canceled.

(iii)          Adjustmentsto Performance Goal.  The Committeemay determine in its discretion to adjust the Performance Goal, and eachcomponent thereof, as specified in (i) above and shall adjust the components ofthe Performance Goal to eliminate the positive and negative effects ofextraordinary items and of major acquisitions and to eliminate the effects ofvariation in foreign currency exchange rates from the rates used in developingCompany revenues and operating income budgets for          ,provided that no such adjustment is authorized or may be made with respect to aCovered Employee if and to the extent that such authorization or adjustmentwould cause the Performance Goal not to meet the applicable requirements ofTreasury Regulation 1.162-27(e)(2) under the Code.

Part II.                    Denomination of AwardOpportunity

Subject to the terms ofthe Plans and the Program, 50% of the Award Opportunity of each Participantshall be denominated in Restricted Stock Units and 50% of such AwardOpportunity shall be denominated in cash. For this purpose, a Restricted Stock Unit, if earned, may only besettled by issuance or delivery of a Share. The number of Restricted Stock Units earnable by a Participant forTarget performance shall equal the dollar amount of 50% of his or her TargetAward Opportunity divided by $               ,which represents the average closing price per Share over the final 20 tradingdays of                .  For performance other than Targetperformance, the number of Restricted Stock Units (as distinguished from theinitial dollar value of the Restricted Stock Units) and the dollar amount ofthe cash-denominated portion of the Award Opportunity will each be multipliedby the applicable Final Payout Percentage under Part I (ii) above to determinethe amount of the Award Opportunity earned. The cash-denominated Award Opportunity, if earned, may be settled bypayment of 

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cash or unrestrictedShares.

Part III.   Stated Vesting Schedule and Settlement

Subject to the terms ofthe Plans and the Program, any of the cash-denominated portion of a Participant’sAward Opportunity deemed earned for the                Performance Period shall become vested in full at December 31,                if the Participant remains employed by the Company or a Subsidiary through thatdate, and any of the Restricted Stock Units portion of the Award Opportunitydeemed earned for the                Performance Period shall become vested in full at December 31,                if the Participant remains employed by the Company or a Subsidiary through thatdate.  Subject to any permitted deferralsunder the Plans and the Program, each portion of the Participant’s Award shallbe settled as promptly as practicable upon such portion becoming vested.

Part IV.    Participants and Target Award Opportunities

The names of the Participants in the Program for the                Performance Period, and the target Award Opportunity of each, are set forth inSchedule I (as such Schedule may from time to time be revised or supplemented).  Award Opportunities granted to any suchParticipant who is, at any time during                ,an executive officer of the Company and Shares that may be issued or deliveredin settlement of such Participants’ Awards shall be governed by and drawn fromthe ESIP, and Award Opportunities granted to other Participants and Shares thatmay be issued or delivered in settlement of such Participants’ Awards shall begoverned by and drawn from the 2000 Plan (but, if such Shares are no longeravailable under the 2000 Plan, the Shares instead shall be drawn from theESIP).  The foregoing notwithstanding,the Chief Executive Officer of the Company may modify or cancel any AwardOpportunity or Award granted to any Participant in order to comply with locallaws or customs in any jurisdiction other than the United States, or to avoidundue administrative expense with respect to such foreign jurisdiction, and maydesignate a Participant whose participation would otherwise be governed by the2000 Plan as instead to be governed by the ESIP.

 

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