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EXHIBIT 10.48
1998 IMS HEALTH INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Restated as of December 19, 2000)
1. PURPOSE OF THE PLAN
The purpose of the Plan is to give eligible employees of the Company and
its Subsidiaries the ability to share in IMS Health's future success. The
Company expects that it will benefit from the added interest which such
employees will have in the welfare of the Company as a result of their
increased equity interest in the Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) ACT: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) BENEFICIAL OWNER: As such term is defined in Rule 13d-3 under the
Act (or any successor rule thereto).
(c) BOARD: The Board of Directors of the Company.
(d) CHANGE IN CONTROL: The occurrence of any of the following events:
(i) any person (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, or any Company owned, directly or indirectly, by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company),
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of the
combined voting power of the Company's then-outstanding
securities;
(ii) during any period of twenty-four months (not including any
period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new
director (other than (A) a director nominated by a Person who
has entered into an agreement with the Company to effect a
transaction described in Sections 2(d)(i), (iii) or (iv) of
the Plan, (B) a director nominated by any Person (including
the Company) who publicly announces an intention to take or to
consider taking actions
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(including, but not limited to, an actual or threatened proxy
contest) which if consummated would constitute a Change in
Control or (C) a director nominated by any Person who is the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 10% or more of the combined voting power
of the Company's securities) whose election by the Board or
nomination for election by the Company's stockholders was
approved in advance by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors
at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason
to constitute at least a majority thereof;
(iii) the stockholders of the Company approve any transaction or
series of transactions under which the Company is merged or
consolidated with any other company, other than a merger or
consolidation (A) which would result in the voting securities
of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity) more than 66 2/3% of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation and
(B) after which no Person holds 20% or more of the combined
voting power of the then-outstanding securities of the Company
or such surviving entity; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
(e) CODE: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(f) COMMITTEE: The Compensation and Benefits Committee of the Board.
(g) COMPANY: IMS Health Incorporated, a Delaware corporation.
(h) COMPENSATION: Base salary, annual bonuses, commissions, overtime and
shift pay, in each case prior to reductions for pre-tax
contributions made to a plan or salary reduction contributions to a
plan excludable from income under Section 125 of the Code.
Notwithstanding the foregoing, Compensation shall exclude severance
pay (including, without limitation, severance pay under The IMS
Health Incorporated Employee Protection Plan), stay-on bonuses,
long-term bonuses, retirement income, change-in-control payments,
contingent payments, income derived from stock options, stock
appreciation rights and other equity-based compensation and other
forms of special remuneration.
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(i) DISABILITY: Inability to engage in any substantial gainful activity
by reason of a medically determinable physical or mental impairment
which constitutes a permanent and total disability, as defined in
Section 22(e)(3) of the Code (or any successor section thereto). The
determination whether a Participant has suffered a Disability shall
be made by the Committee based upon such evidence as it deems
necessary and appropriate. A Participant shall not be considered
disabled unless he or she furnishes such medical or other evidence
of the existence of the Disability as the Committee, in its sole
discretion, may require.
(j) DISTRIBUTION: [Reserved].
(k) DISQUALIFYING DISPOSITION: As such term is defined in Section 10(f)
of the Plan.
(l) EFFECTIVE DATE: The date on which the Plan takes effect, as defined
pursuant to Section 22 of the Plan.
(m) FAIR MARKET VALUE: On a given date, the arithmetic average of the
high and low prices of the Shares as reported on such date on the
Composite Tape of the principal national securities exchange on
which such Shares are listed or admitted to trading, or, if no
Composite Tape exists for such national securities exchange on which
such Shares are listed or admitted to trading, or, if the Shares are
not listed or admitted on a national securities exchange, the
arithmetic average of the per Share closing bid price and per Share
closing asked price on such date as quoted on the National
Association of Securities Dealers Automated Quotation System (or
such market in which such prices are regularly quoted), or, if there
is no market on which the Shares are regularly quoted, the Fair
Market Value shall be the value established by the Committee in good
faith. If no sale of Shares shall have been reported on such
Composite Tape or such national securities exchange on such date or
quoted on the National Association of Securities Dealers Automated
Quotation System on such date, then the immediately preceding date
on which sales of the Shares have been so reported or quoted shall
be used.
(n) MAXIMUM SHARE AMOUNT: Subject to Section 423 of the Code, the
maximum number of Shares that a Participant may purchase on any
given Purchase Date, as determined by the Committee in its sole
discretion.
(o) OFFERING DATE: The first date of an Offering Period.
(p) OFFERING PERIOD: An offering period described in Section 5 of the
Plan.
(q) OPTION: A stock option granted pursuant to Section 8 of the Plan.
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(r) PARTICIPANT: An individual who is eligible to participate in the
Plan pursuant to Section 6 of the Plan.
(s) PARTICIPATING SUBSIDIARY: A Subsidiary of the Company that is
selected to participate in the Plan by the Committee in its sole
discretion.
(t) PAYROLL DEDUCTION ACCOUNT: An account to which payroll deductions of
Participants are credited under Section 10(c) of the Plan.
(u) PERSON: As such term is used for purposes of Section 13(d) or 14(d)
of the Act (or any successor section thereto).
(v) PLAN: The 1998 IMS Health Incorporated Employee Stock Purchase Plan
(as amended and restated as of December 19, 2000).
(w) PLAN BROKER: A stock brokerage or other financial services firm
designated by the Committee in its sole discretion.
(x) PURCHASE DATE: The last date of an Offering Period.
(y) PURCHASE PRICE: The purchase price per Share, as determined pursuant
to Section 9 of the Plan.
(z) RETIREMENT: Termination of employment with the Company or a
Subsidiary after such Participant has attained age 55 and five years
of service with the Company; or, with the prior written consent of
the Committee that such termination be treated as a Retirement
hereunder, termination of employment under other circumstances.
(aa) SHARES: Shares of common stock, par value $0.01 per Share, of the
Company.
(bb) SUBSIDIARY: A subsidiary corporation, as defined in Section 424(f)
of the Code (or any successor section thereto).
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is
3,000,000. The Shares may consist, in whole or in part, of unissued
Shares, treasury Shares or Shares purchased on the open market. The
issuance of Shares pursuant to the Plan shall reduce the total number of
Shares available under the Plan.
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4. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof
consisting solely of at least two individuals who are each "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto). The Committee is authorized to interpret the
Plan, to establish, amend and rescind any rules and regulations relating
to the Plan, and to make any other determinations that it deems necessary
or desirable for the administration of the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the
Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole
and absolute discretion and shall be final, conclusive and binding on all
parties concerned (including, but not limited to, Participants and their
beneficiaries or successors). Subject to Section 16 of the Act or other
applicable law, the Committee may delegate its duties and powers under the
Plan to such individuals as it designates in its sole discretion.
5. OFFERING PERIODS
Offering Periods shall be of six-months duration and shall commence on
January 1 and July 1 of each year. Notwithstanding the foregoing, the
Committee may change the duration of any Offering Period in its sole
discretion.
6. ELIGIBILITY
Any individual who is an employee of the Company or of a Participating
Subsidiary is eligible to participate in the Plan, except for the
following employees:
(a) employees whose customary employment is twenty (20) hours or less
per week within the meaning of Section 423(b)(4)(B) of the Code,
(b) employees whose customary employment is for not more than five (5)
months in any calendar year within the meaning of Section
423(b)(4)(C) of the Code; and
(c) employees who, if granted an option would immediately thereafter own
stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the employer
corporation or of its parent or Subsidiary corporation within the
meaning of Section 423(b)(3) of the Code. For purposes of this
Section 6(c) of the Plan, the rules of Section 424(d) of the Code
shall apply in determining stock ownership of
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an individual, and stock which the employee may purchase under
outstanding options shall be treated as stock owned by the employee.
7. PARTICIPATION IN THE PLAN
The Committee shall set forth procedures pursuant to which Participants my
elect to participate in a given Offering Period under the Plan. Once a
Participant elects to participate in an Offering Period, such employee
shall automatically participate in all subsequent Offering Periods, unless
the employee (a) makes a new election or (b) withdraws from an Offering
Period or from the Plan pursuant to Section 11 of the Plan.
8. GRANT OF OPTION ON ENROLLMENT
Each Participant who elects to participate in a given Offering Period
shall be granted (as of the Offering Date) an Option to purchase (as of
the Purchase Date) a number of Shares equal to the lesser of (i) the
Maximum Share Amount or (ii) the number determined by dividing the amount
accumulated in such employee's payroll deduction account during such
Offering Period by the Purchase Price.
9. PURCHASE PRICE
The Purchase Price at which a Share will be sold for a given Offering
Period, as of the Purchase Date, shall be eighty-five percent (85%) of the
lesser of:
(a) the Fair Market Value of a Share on the Offering Date; or
(b) the Fair Market Value of a Share on the Purchase Date.
10. PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
SHARES
Subject to Sections 11 and 12 of the Plan:
(a) Payroll deductions shall be made on each day that Participants are
paid during an Offering Period with respect to all Participants who
elect to participate in such Offering Period. The deductions shall
be made as a percentage of the Participant's Compensation in one
percent (1%) increments, from one percent (1%) to twenty percent
(20%) of such Participant's Compensation, as elected by the
Participant; provided however, that no Participant shall be
permitted to purchase Shares under
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this Plan (or under any other "employee stock purchase plan" within
the meaning of Section 423(b) of the Code, of the Company or any of
its Subsidiaries) with an aggregate Fair Market Value (as determined
as of each Offering Date) in excess of $21,250 for any one calendar
year within the meaning of Section 423(b)(8) of the Code. For a
given Offering Period, payroll deductions shall commence on the
Offering Date and shall end on the related Purchase Date, unless
sooner altered or terminated as provided in the Plan.
(b) A Participant shall not change the rate of payroll deductions once
an Offering Period has commenced. The Committee shall specify
procedures by which a Participant may increase or decrease the rate
of payroll deductions for subsequent Offering Periods.
(c) All payroll deductions made with respect to a Participant shall be
credited to his or her Payroll Deduction Account under the Plan and
shall be deposited with the general funds of the Company, and no
interest shall accrue on the amounts credited to such Payroll
Deduction Accounts. All payroll deductions received or held by the
Company may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll
deductions. A Participant may not make any separate cash payment
into his or her Payroll Deduction Account, and payment for Shares
purchased under the Plan may not be made in any form other than by
payroll deduction.
(d) On each Purchase Date, the Company shall apply all funds then in the
Participant's Payroll Deduction Account to purchase Shares (in whole
and/or fractional Shares, as the case may be) pursuant to the Option
granted on the Offering Date. In the event that the number of Shares
to be purchased by all Participants in one Offering Period exceeds
the number or Shares then available for issuance under the Plan, (i)
the Company shall make a pro rata allocation of the remaining Shares
in as uniform a manner as shall be practicable and as the Committee
shall determine to be equitable and (ii) all funds not used to
purchase Shares on the Purchase Date shall be returned, without
interest, to the Participant.
(e) As soon as practicable following the end of each Offering Period,
the number of Shares purchased by each Participant shall be
deposited into an account established in the Participant's name with
the Plan Broker. Unless otherwise permitted by the Committee in its
sole discretion, dividends that are declared on the Shares held in
such account shall be reinvested in whole or fractional Shares.
(f) Once the holding period set forth in Section 423(a) of the Code has
been satisfied with respect to a Participant's Shares, the
Participant may (i)
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keep his or her shares in the account established in the
Participant's name with the Plan Broker, (ii) transfer his or her
Shares to another brokerage account of Participant's choosing or
(iii) request in writing that a stock certificate be issued to him
or her with respect to the whole Shares in his or her Plan Broker
account and that any fractional Shares remaining in such account be
paid in cash to him or her. The Committee may require, in its sole
discretion, that the Participant bear the cost of transferring such
Shares or issuing certificates for such Shares. Any Participant who
engages in a "Disqualifying Disposition" of his or her Shares within
the meaning of Section 421(b) of the Code shall notify the Company
of such Disqualifying Disposition in accordance with Section 20 of
the Plan.
(g) The Participant shall have no interest or voting right in the Shares
covered by his or her Option until such Option is exercised.
11. WITHDRAWAL
Each Participant may withdraw from an Offering Period or from the Plan
under such terms and conditions as are established by the Committee in its
sole discretion. Upon a Participant's withdrawal from an Offering Period
or from the Plan, all accumulated payroll deductions in the Payroll
Deduction Account shall be returned, without interest, to such
Participant, and he or she shall not be entitled to any Shares on the
Purchase Date or thereafter with respect to the Offering Period in effect
at the time of such withdrawal. Such Participant shall be permitted to
participate in subsequent Offering periods pursuant to such terms and
conditions established by the Committee in its sole discretion.
12. TERMINATION OF EMPLOYMENT
A Participant shall cease to participate in the Plan upon his or her
termination of employment for any reason (including, but not limited to,
Retirement, death or Disability). In such event, all payroll deductions
credited to the Participant's Payroll Deduction Account shall be returned,
without interest, to such Participant or to his or her designated
beneficiary, as the case may be, and such Participant or beneficiary shall
have no future rights in any unexercised Options under the Plan.
13. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Options granted under the Plan:
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(a) GENERALLY. In the event of any change in the outstanding Shares by
reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or
exchange of Shares or other corporate exchange, or any distribution
to stockholders of Shares other than regular cash dividends, the
Committee in its sole discretion and without liability to any person
may make such substitution or adjustment, if any, as it deems to be
equitable, as to (i) the number or kind of Shares or other
securities issued or reserved for issuance pursuant to the Plan,
(ii) the Purchase Price and/or (iii) any other affected terms of
such Options.
(b) CHANGE IN CONTROL. In the event of a Change in Control, the
Committee in its sole discretion and without liability to any person
may take such actions, if any, as it deems necessary or desirable
with respect to any Option as of the date of the consummation of the
Change in Control.
14. NONTRANSFERABILITY
No Options granted under the Plan shall be transferable or assignable by
the Participant otherwise than by will or by the laws of descent and
distribution.
15. NO RIGHT TO EMPLOYMENT
The granting of an Option under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to
terminate the employment of such Participant.
16. SECTION 423 OF THE CODE
The Plan is intended to qualify as an "employee stock purchase plan"
within the meaning of Section 423 of the Code or any successor section
thereto. Accordingly, all Participants shall have the same rights and
privileges under the Plan, subject to any exceptions that are permitted
under Section 423(b)(5) of the Code. Any provision of the Plan that is
inconsistent with Section 423 of the Code or any successor provision
shall, without further act or amendment, be reformed to comply with the
requirements of Section 423. This Section 16 shall take precedence over
all other provisions in the Plan.
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17. AMENDMENT OR TERMINATION OF THE PLAN
The Plan shall continue until the earliest to occur of the following: (a)
termination of the Plan by the Board, (b) issuance of all of the Shares
reserved for issuance under the Plan, (c) June 30, 2008 or (d) failure to
satisfy the conditions of Section 22 of the Plan. The Board may amend,
alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which, (a) without the approval of the
stockholders of the Company, would (except as is provided in Section 13 of
the Plan), increase the total number of Shares reserved for the purposes
of the Plan or (b) without the consent of a Participant, would impair any
of the rights or obligations under any Option theretofore granted to such
Participant under the Plan; PROVIDED, HOWEVER, that the Committee may
amend the Plan in such manner as it deems necessary to permit the granting
of Options meeting the requirements of the Code or other applicable laws.
18. TAX WITHHOLDING
The Participant's employer shall have the right to withhold from such
Participant such withholding taxes as may be required by federal, state,
local or other law, or to otherwise require the Participant to pay such
withholding taxes.
19. INTERNATIONAL PARTICIPANTS
With respect to Participants who reside or work outside the United States
of America, the Committee may, in its sole discretion, amend the terms of
the Plan or Awards with respect to such Participants in order to conform
such terms to the requirements of local law.
20. NOTICES
All notices and other communications hereunder shall be in writing and
hand delivered or mailed by registered or certified mail (return receipt
requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the parties at the following
addresses (or at such other addresses for a party as shall be specified by
like notice) and will be deemed given on the date on which such notice is
received:
IMS HEALTH Shared Business Services
861 Marcon Boulevard
Allentown, PA 18109
Fax (610) 231- 8221
Phone (610) 231- 8220
e-mail address: payroll@imshealth.com
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21. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in
the State of New York.
22. EFFECTIVENESS OF THE PLAN
The Plan shall become effective on the date on which it is adopted by the
Board (the "Effective Date"); provided, however, that the Plan must be
approved within twelve (12) months after the Effective Date by the
stockholders of the Company. The Company may commence payroll deductions
on behalf of Participants pursuant to the Plan prior to such stockholder
approval; provided, however, that the use of such payroll deductions to
purchase Shares pursuant to the exercise of Options hereunder is
contingent upon stockholder approval of the Plan. If stockholder approval
of the Plan is not obtained prior to the first Purchase Date, the Plan
shall terminate and all amounts withheld through payroll deduction or held
in a Participant's Payroll Deduction Account shall be returned to such
Participant, without interest.
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