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Exhibit 10.1
IMS HEALTH INCORPORATED
LONG-TERM INCENTIVE PROGRAM
EFFECTIVE JANUARY 1, 2001
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IMS HEALTH INCORPORATED
LONG-TERM INCENTIVE PROGRAM
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PAGE
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1. General ........................................................................................ 1
2. Definitions...................................................................................... 1
3. Eligibility...................................................................................... 2
4. Designation and Earning of Award Opportunities................................................... 2
5. Vesting of Awards and Settlement................................................................. 4
6. Certain Terms of Accounts and Awards ............................................................ 5
7. Effect of Termination of Employment.............................................................. 5
8. Forfeiture of Awards and Gain Realized Upon Prior Vesting and Settlement......................... 6
9. General Provisions............................................................................... 8
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IMS HEALTH INCORPORATED
LONG-TERM INCENTIVE PROGRAM
1. GENERAL. This Long-Term Incentive Program (the "Program") of IMS HEALTH
INCORPORATED (the "Company" or "IMS HEALTH") authorizes the grant of certain
awards under Section 9 of the Company's Employees' Stock Incentive Plan (the
"ESIP") and Section 9 of the Company's 2000 Stock Incentive Plan (the "2000
Plan" and, with the ESIP, the "Plans") and sets forth certain terms and
conditions of such grants. The purpose of the Program is to help the Company
secure and retain employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company and its
subsidiaries by providing incentives directly linked to the profitability of the
Company, and otherwise to further the purposes of the Plans. The applicable
terms and conditions of each of the Plans are incorporated by reference in this
Program, and shall apply to the extent that the Committee has specified that the
cash or Shares that are issuable or deliverable in settlement of an Award are
drawn from either of the Plans. If any provision of this Program or an agreement
hereunder conflicts with a provision of the applicable Plan, the provision of
the applicable Plan shall govern. The Committee may delegate to specified
officers or employees of the Company authority to perform administrative or
other functions under the Program.
2. DEFINITIONS. Capitalized terms used in this Program but not defined
herein have the same meanings as defined in the applicable Plan. In addition to
such terms and those terms defined in Section 1 above, the following are defined
terms under this Program:
(a) "Account" means the account established for a Participant under
Section 6(a).
(b) "Award" means the amount of a Participant's Award Opportunity in
respect of a Performance Period determined by the Committee to have been earned
and the Participant's rights to future payments of cash, Shares, Restricted
Stock Units or non-restricted Stock Units, or Restricted Shares in settlement
thereof.
(c) "Award Opportunity" means the Participant's opportunity to earn
specified dollar-denominated and/or Stock Unit-denominated amounts in respect of
a Performance Period. An Award Opportunity constitutes a conditional right to
receive settlement of an Other Stock-Based Award for purposes of the Plans.
(d) "Cause" means "cause" as defined in an employment agreement between
the Company and the Participant in effect at the time of Termination of
Employment or, if there is no such employment agreement, Cause shall mean the
(1) willful malfeasance or willful misconduct by the Participant in connection
with his or her employment, (2) continuing failure to perform such duties as are
requested by any employee to whom the Participant reports, directly or
indirectly, or by the Board of Directors of the Company or the board of
directors of any Subsidiary or affiliate which employs Participant, (3) failure
by the Participant to observe policies of the Company or his or her employer
applicable to the Participant, or (4) commission by the Participant of (i) any
felony or (ii) any misdemeanor involving moral turpitude.
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(e) "Covered Employee" means an employee whom the Committee deems
likely to be, at the end of a given Performance Period, a "covered employee"
within the meaning of Section 162(m) of the Code.
(f) "Dividend Equivalents" means credits to a Participant's Account in
respect of each Stock Unit as determined under Section 6(b).
(g) "Participant" means an employee participating in this Program.
(h) "Performance Goal" means the Company or individual accomplishment
required as a condition to the earning of an Award Opportunity. Unless otherwise
determined by the Committee, Performance Goals shall meet the requirements of
Section 9(b) of the ESIP.
(i) "Performance Period" means the period of two consecutive fiscal
years over which an Award Opportunity may be earned, provided that the Committee
may specify a different duration for any Performance Period.
(j) "Restricted Share" means a Share granted as an Other Stock-Based
Award under the Plans, subject to a risk of forfeiture, non-transferable prior
to vesting, restricted as to the right to receive dividends, and subject to such
other restrictions as specified in the Plans or this Program and as the
Committee may specify in any applicable agreement which must be executed by the
Participant as a condition to receipt of the grant. A Restricted Share will be
actually issued by the Company at the time of grant, but the certificate
therefore may be retained in the custody of the Company.
(k) "Stock Unit" is a bookkeeping unit which 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
the Company to issue or deliver Common Stock at specified future dates in
settlement of Other Stock-Based Awards under the Plans. Stock Units are
arbitrary accounting measures created and used solely for purposes of this
Program, and do not represent ownership rights in the Company, Shares, or any
asset of the Company. Stock Units subject to a risk of forfeiture based on
continued employment and vesting may be referred to as "Restricted Stock Units."
(l) "Termination of Employment" means the termination of a
Participant's employment by the Company or a Subsidiary immediately after which
the Participant is not employed by the Company or any Subsidiary.
3. ELIGIBILITY. Employees who are eligible to participate in any of the
Plans may be selected by the Committee to participate in this Program.
4. DESIGNATION AND EARNING OF AWARD OPPORTUNITIES.
(a) DESIGNATION OF AWARD OPPORTUNITIES AND PERFORMANCE GOALS. The
Committee shall select employees to participate in the Program for a Performance
Period and designate, for each such Participant, the Award Opportunity such
Participant may earn for such Performance Period, the nature of the Performance
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Goal the achievement of which will result in the earning of the Award
Opportunity, and the levels of earning of the Award Opportunity corresponding to
the levels of achievement of the performance goal. If an Award is intended to be
a "Performance-Based Award" under Section 9(b) of the ESIP, which would qualify
under Section 162(m) of the Code, the Committee's determinations under this
Section 4(a) shall be made not later than 90 days after the Performance Period
begins and in no event after 25% 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, or formula that sets forth the amount of
a Participant's Award Opportunity that will be earned corresponding to the level
of achievement of a specified Performance Goal. The foregoing notwithstanding,
the per-person limitation under Section 9(b) of the ESIP shall apply to the
portion of the Award Opportunity that is denominated in cash and the per-person
limitation under Section 3(b) of the ESIP shall apply to the portion of the
Award Opportunity that is denominated in Stock Units in the case of any Award
governed by the ESIP. The ESIP's per-person limitation shall be applied taking
into account the fact that Performance Periods may overlap. Accordingly, any
Award Opportunity designated for any new Performance Period under the Program
shall be limited such that the maximum amounts earnable under such Award
Opportunity, together with the maximum amounts earnable under all other
previously authorized Performance Periods which overlap with such new
Performance Period, will not exceed the applicable per-person limitation in
effect for the first year of the new Performance Period.
(b) ADDITIONAL PARTICIPANTS AND 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 employee or a newly
promoted employee to participate in the Program for that Performance Period
and/or designate, for any such Participant, an Award Opportunity (or additional
Award Opportunity) amount for such Performance Period. In determining the amount
of the Award Opportunity for such Participant under this Section 4(b), the
Committee may 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. Unless
otherwise determined by the Committee, if such an Award is earned by a Covered
Employee in circumstances in which the Award will not qualify as
performance-based compensation under Section 162(m) of the Code, the Award shall
be subject to mandatory deferral to the extent necessary so that the Company
will not, for any tax year ending prior to a Change in Control, in fact pay such
Participant compensation that will be non-deductible by the Company. The
Committee shall have no authority to grant additional Award Opportunities under
this Section 4(b) if and to the extent that such authority would cause an Award
Opportunity granted to a Covered Employee at the end of the Performance Period
to not qualify as "performance-based compensation" under Section 162(m) of the
Code.
(c) DETERMINATION OF AWARD. As promptly as practicable after the end of
each Performance Period, the Committee shall determine the extent to which the
Performance Goal for the earning of Award Opportunities was achieved during such
Performance Period and the resulting Award to the Participant for such
Performance Period. The Committee may adjust upward or downward the amount of an
Award, in its sole discretion, in light of such considerations as the Committee
may deem relevant (but subject to applicable limitations of the Program,
including the maximum Award Opportunity authorized for each Participant);
provided, however, that, with respect to a Covered Employee, no upward
adjustment may be made and adjustments otherwise shall comply with applicable
requirements of Treasury Regulation 1.162-27(e) under the Code.
(d) CHANGE IN CONTROL. In the event of a Change in Control during the
Performance Period, each Participant's Award Opportunity shall be deemed earned
at the target level and settled, as promptly as practicable, by delivery of cash
and Shares without further restrictions or vesting requirements,
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unless otherwise provided by the Committee at the time the Award Opportunity is
designated under Section 4(a). If, upon a Change in Control, an Award
Opportunity is deemed earned at any level less than the maximum level,
Participants shall retain the opportunity to earn any unearned portion of the
Award Opportunity based on performance in the remainder of the Performance
Period.
5. VESTING OF AWARDS AND SETTLEMENT.
(a) VESTING OF AWARD. Awards with respect to a given Performance
Period shall become vested at such times as the Committee shall determine. The
foregoing notwithstanding, the unvested portion of any Award shall immediately
vest upon a Change in Control or as otherwise provided under Section 7 in the
event of Termination of Employment in specified circumstances. In addition, the
Committee may, in its sole discretion, accelerate the vesting of any unvested
portion of an Award. Restricted Stock Units and unvested deferred cash amounts
shall be credited to the "unvested subaccount" under the Participant's Account.
(b) FORM OF AWARD AND DEFERRAL. The Committee shall specify whether
cash, deferred cash, Shares, Restricted Stock Units, non-restricted Stock Units
or Restricted Shares will be paid, issued, credited or granted to the
Participant upon the earning of an Award Opportunity. A Participant will be
permitted to elect to defer settlement of the Award if and to the extent such
deferral is authorized by such Participant under the Company's Deferred
Compensation Plan. If Stock Units (Restricted or 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 deferral in a way affecting Stock Units
(i.e., he or she may not switch out of the Stock Units into deferred cash or
vice versa).
(c) SETTLEMENT OF AWARD AND ACCOUNT. Any non-deferred, vested Award
shall be paid by the Company promptly after the date of determination by the
Committee under Section 4(c). With respect to any unvested and/or deferred
amount in the Participant's Account, deferred cash will be paid in cash promptly
after the date it is both vested and subject to no further deferral, Stock Units
will be settled by issuing and/or delivering to the Participant one Share for
each Stock Unit being settled promptly after the date the Stock Units are both
vested and subject to no further deferral, and certificates representing Shares
will be delivered promptly after the date Restricted Shares vest. Any deferral
period will end immediately prior to a Change in Control. The Committee or its
delegee may, in its sole discretion, determine the manner in which whole Shares
shall be delivered by the Company and the manner of settlement of any fractional
Share.
(d) TAX WITHHOLDING. The Company shall deduct from any settlement of 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 then required to
deduct under applicable law with respect to the Award. In furtherance of this
requirement, the Company shall withhold from the Shares issuable or deliverable
in settlement of a Participant's Stock Units or upon the vesting of Restricted
Shares the number of 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 to withhold under applicable law, unless the Participant has
otherwise elected and has made other arrangements satisfactory to the Company to
pay such withholding amounts.
(e) NON-TRANSFERABILITY. An Award Opportunity and any resulting Award,
including any deferred cash, Stock Unit, Restricted Share, Account or Account
balance, or other right hereunder shall be
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non-transferable and subject to such related restrictions as specified in
Section 13 of the ESIP and Section 12 of the 2000 Plan.
6. CERTAIN TERMS OF ACCOUNTS AND AWARDS.
(a) ACCOUNT. The Company shall maintain a bookkeeping account for
each Participant reflecting the amount of Stock Units, deferred cash and other
amounts then credited to the Participant hereunder. Restricted Shares will not
be deemed to be credited to such Account, but the Company may include on any
account statement information with respect to the Participant's Restricted
Shares under the Program. The Account may include subaccounts 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.
(c) ADJUSTMENTS. The Committee may adjust the number of Stock Units
credited to Participant's Account and/or the number of the Participant's
Restricted Shares in order to prevent dilution or enlargement of Participants'
rights with respect thereto, to reflect any changes in the number of outstanding
Shares or other effect resulting from any event referred to Section 10(a) of the
ESIP or Section 9(a) of the 2000 Plan.
7. EFFECT OF TERMINATION OF EMPLOYMENT.
(a) TERMINATION PRIOR TO COMPLETION OF PERFORMANCE PERIOD. Except
to the extent set forth in subsections (i) and (ii) of this Section 7(a), upon a
Participant's Termination of Employment prior to completion of a Performance
Period, the Participant's Award Opportunity relating to such Performance Period
shall cease to be earnable and shall be canceled, and the Participant shall have
no further rights or opportunities hereunder:
(i) DISABILITY OR DEATH. If Termination of Employment is due
to the Disability or death of the Participant, the Participant or his or her
beneficiary shall be deemed to have earned and shall be entitled to receive an
Award for any Performance Period in which termination occurs equal to the Award
which would have been earned had Participant's employment not terminated
multiplied by a fraction the numerator of which is the number of calendar days
from the beginning of the Performance Period to the date of Participant's
Termination of Employment and the denominator of which is the number of calendar
days in the Performance Period. Such pro rata Award will be determined at the
same time as Awards for continuing Participants are determined (i.e., normally
at the end of the Performance Period in accordance with Section 4(c)). Upon its
determination, such pro rata Award shall be fully vested and shall be settled
promptly in cash and Shares (without further vesting required), except that, if
the Participant is eligible to file and has timely filed an irrevocable election
to defer settlement following a Termination of Employment
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due to Disability, such pro rata Award shall be settled in accordance with such
deferral election. The portion of the Participant's Award Opportunity not earned
will cease to be earnable and will be canceled.
(ii) COMMITTEE DISCRETION. The Committee may determine that
the Participant shall be deemed to have earned all or a portion of an Award
Opportunity for the Performance Period in which termination occurred, either at
the time of termination or following completion of the Performance Period,
except that no such determination may be made if the Company terminated the
Participant for Cause.
(b) TERMINATION AFTER COMPLETION OF PERFORMANCE PERIOD. Upon a
Participant's Termination of Employment after completion of a given Performance
Period (including a termination prior to the Committee's determination of the
amount of the Participant's Award Opportunity earned), the following provisions
shall apply:
(i) VESTED PORTION OF AWARD. Any vested portion of the
Participant's Award (regardless of any elective deferral) shall be settled as
promptly as practicable following Termination of Employment, except that, if
Termination of Employment is by the Company for Cause and prior to the
Committee's determination of the amount of Award Opportunity earned for a given
Performance Period, the Participant's Award for that Performance Period will be
forfeited, and if Termination of Employment is due to Disability and the
Participant is eligible to file and has timely filed an irrevocable election to
defer settlement of his Account following Termination of Employment, such
Account shall be settled in accordance with such deferral election.
(ii) UNVESTED PORTION OF AWARD. Except to the extent set
forth in subsections (A) and (B) of this Section 7(b)(ii), any unvested
Award, including any Restricted Stock Units and unvested deferred cash
credited to the Participant's Account and unvested Restricted Shares, will be
forfeited:
(A) DISABILITY, DEATH, OR RETIREMENT. If
Termination of Employment is due to the
Disability or death of the Participant, or if
Termination of Employment is due to Retirement
and the Committee has specifically approved the
vesting upon such Retirement, any Award,
including Restricted Stock Units, deferred cash
and Restricted Shares, shall be deemed vested for
purposes of this Section 7(b)(ii).
(B) COMMITTEE DISCRETION. The provisions of (A)
above notwithstanding, the Committee may
determine to accelerate the vesting of all or any
portion of a Participant's Award, except in the
event that the Company terminated the Participant
for Cause.
8. FORFEITURE OF AWARDS AND GAIN REALIZED UPON PRIOR VESTING AND
SETTLEMENT. The greatest assets of IMS HEALTH are its employees, technology and
customers. In recognition of the increased risk of unfairly losing any of these
assets to its competitors, IMS HEALTH has adopted the following policy:
If a Participant directly or indirectly engages in any of the "Detrimental
Activities" defined below during his or her employment or after having left
employment (to the extent provided below) by the Company or any of its
affiliates (each, an "IMS HEALTH Company"):
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Any unvested Awards (including Restricted Stock Units, cash, and
Restricted Shares) shall automatically be forfeited on the later of the
date of the Participant's Termination of Employment or the date of his or
her Detrimental Activity, without regard to the provisions of Section 7;
and
Any Awards that vested within one year prior to, or at any time after, the
date of the Participant's Detrimental Activity (the "Forfeiture Period")
but which have not yet been settled shall automatically be forfeited at
the later of the date of his or her Termination of Employment or the date
of his or her Detrimental Activity; and
The Participant shall pay to the Company, in cash, a forfeiture amount
with respect to any Awards that vested and were settled during the
Forfeiture Period equal to the amount of cash paid to Participant in such
settlement plus the fair market value (determined as of the date 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 Stock
Units or the Restricted Shares that became vested during the Forfeiture
Period, such forfeiture amount payable at the later of the Participant's
Termination of Employment or the date of his or her Detrimental Activity.
Detrimental Activities are defined as:
using or disclosing any information that has been treated by an IMS HEALTH
Company as confidential or proprietary and is of competitive advantage to
such IMS HEALTH Company, unless the Participant is using or disclosing it
in the course of his or her job with such IMS HEALTH Company,
during the period beginning at the start of the Performance Period and
ending twelve months after the Participant leaves employment with any IMS
HEALTH Company ("the "Prohibitive Period"), soliciting for anyone other
than an IMS HEALTH Company the trade or business of any entity that was a
customer, prospective customer or data supplier of an IMS HEALTH Company
during the period that the Participant worked for any IMS HEALTH Company,
during the Prohibitive Period, soliciting any employee of any IMS HEALTH
Company to leave his or her employment; or employing or otherwise using
the services of any person who is or was an IMS HEALTH Company employee
during the last twelve months that the Participant worked for an IMS
HEALTH Company, or
during the Prohibitive Period, directly or indirectly (including without
limitation as an officer, director, employee, advisor, consultant or
investor), (i) seeking or accepting any employment or other work with or
providing assistance to any person or entity that offers Competitive
Services (as defined below) to any person or entity that was a customer or
potential customer of any IMS HEALTH Company at any time during the last
two years of his or her employment with any IMS HEALTH Company, or (ii)
otherwise providing Competitive Services.
For purposes hereof, "Competitive Services" means engaging in of the following
activities anywhere in the world in connection with providing information
services to the pharmaceutical and healthcare industry:
(a) creating market research reports or audits;
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(b) using or developing technology similar to that which IMS
HEALTH uses to process pharmaceutical or healthcare information, including but
not limited to decision support tools, data warehousing applications and data
mining applications;
(c) management of sales forces;
(d) measurement of sales force performance or product
performance;
(e) creation of physician profiles for purposes of
targeting; or
(f) micromarketing programs based on actual prescribing
behavior of physicians and other prescribers.
BY ACCEPTING ANY GRANT OF AN AWARD OPPORTUNITY OR AWARD, THE PARTICIPANT SHALL
BE DEEMED TO HAVE CONSENTED TO A DEDUCTION FROM ANY AMOUNTS THE COMPANY OR THE
PARTICIPANT'S EMPLOYER OWES TO HIM OR HER FROM TIME TO TIME EQUAL TO THE
FORFEITURE AMOUNT, TO THE EXTENT SUCH DEDUCTION IS PERMITTED BY APPLICABLE LAW.
9. GENERAL PROVISIONS.
(a) CHANGES TO THIS PROGRAM. The Committee may at any time
amend, alter, suspend, discontinue, or terminate this Program, and such action
shall not be subject to the approval of the Company's shareholders; provided,
however, that any amendment to the Program beyond the scope of the Committee's
authority shall be subject to the approval of the Board of Directors; and
provided further, that, without the consent of an affected Participant, no such
action may materially impair the rights of such Participant with respect to an
Award outstanding 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 settlement of Stock Units or other deferred amounts,
with respect to an individual Participant or all Participants, without the
consent of the affected Participants.
(b) NOT ANNUAL BONUS FOR PURPOSES OF OTHER PLANS. Amounts
earned or payable under the Program shall not be deemed to be annual incentive
or annual bonus compensation for purposes of any retirement or supplemental
pension plan of the Company, any employment agreement or change in control
agreement between the Company and any Participant, or for purposes of any other
plan, unless the Company shall enter into a written agreement that specifically
identifies this Program by name and specifies that amounts earned or payable
hereunder shall be considered to be annual incentive or annual bonus
compensation.
(c) UNFUNDED STATUS OF PARTICIPANT RIGHTS. Award
Opportunities, Awards (other than Restricted Shares), Accounts, Stock Units and
other deferred amounts, and related rights of a Participant represent unfunded
deferred compensation obligations of the Company for ERISA and federal income
tax purposes and, with respect thereto, the Participant shall have rights no
greater than those of an unsecured creditor of the Company.
(d) NONEXCLUSIVITY OF THE PROGRAM. The adoption of this
Program shall not be construed as creating any limitations on the power of the
Board or Committee to adopt such other compensation arrangements as it may deem
desirable for any Participant.
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(e) ADDITIONAL TERMS RELATING TO PARTICIPANTS IN JAPAN. The
Shares subject to Awards to Participants in Japan shall consist solely of
treasury shares, that is, the shares of IMS Health Incorporated already issued
and held in the name of IMS Health Incorporated.