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EXHIBIT 10.2
1998 IMS HEALTH INCORPORATED
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED THROUGH AUGUST 1, 2002
1. PURPOSE OF THE PLAN
The purpose of the Plan is to enhance the Company's ability to attract and
retain talented individuals to serve as members of the Board and to promote a
greater alignment of interests between non-employee directors and the
shareholders of the Company.
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) Annual Deferral Amount: As such term is defined in Section 5(a) of
the Plan.
(c) Award: A Deferred Share Unit, Stock Option or Deferred Cash
granted pursuant to the Plan.
(d) Beneficial Owner: As such term is defined in Rule 13d-3 under the
Act (or any successor rule thereto).
(e) Board: The Board of Directors of the Company.
(f) 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(f)(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
(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
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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.
(g) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(h) Cognizant: Cognizant Corporation, a Delaware corporation.
(i) Committee: The Compensation and Benefits Committee of the Board.
(j) Company: IMS Health Incorporated, a Delaware corporation.
(k) Deferred Cash: A bookkeeping entry credited in accordance with an
election made by a Participant pursuant to Section 5 of the Plan.
(l) Deferred Share Unit: A bookkeeping entry, equivalent in value to
one Share, credited in accordance with an election made by a Participant
pursuant to Section 5 of the Plan.
(m) Determination Date: As such term is defined in Section 6 of the
Plan.
(n) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 13 of the Plan.
(o) Election Date: The date on which a Participant files an election
with the Secretary of the Company pursuant to Section 5 of the Plan.
(p) Fair Market Value: On a given date, the arithmetic mean 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 such date, then on the principal 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 mean 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.
(q) First Trading Date: The first date on which the Shares are traded
regular way on the principal national securities exchange on which such
Shares are listed or admitted to trading.
(r) Participant: Any director of the Company who is not an employee of the
Company or any Subsidiary of the Company (i) as of any Election Date and (ii)
during any years of service covered by the election made on such Election Date.
(s) Person: As such term is used for purposes of Section 13(d) or
14(d) of the Act (or any successor section thereto).
(t) Plan: The 1998 IMS Health Incorporated Non-Employee Directors'
Deferred Compensation
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Plan, as amended and restated.
(u) Plan Interest Rate: The rate of interest per annum, as determined from
time to time by the Company's Chief Financial Officer, in effect and applicable
to Deferred Cash for a given year or other period specified by the Chief
Financial Officer. The Chief Financial Officer will base the Plan Interest Rate
upon the prime interest rate(s) then generally in effect, or upon such other
prevailing interest rates or other factors deemed relevant by the Chief
Financial Officer in his or her sole discretion, and will announce the Plan
Interest Rate in advance of the period in which it will be in effect.
(v) Shares: Shares of common stock, par value $0.01 per Share, of the
Company.
(w) Spinoff Date: The date on which the Shares that are owned by
Cognizant are distributed to the holders of record of shares of Cognizant.
(x) Stock Option: A non-qualified stock option granted in accordance
with an election made by a Participant pursuant to Section 5 of the Plan.
(y) Stock Option Value: The value assigned to a Stock Option to purchase
one share, for purposes of determining the number of Shares to be subject to a
Stock Option granted in lieu of payment of an Annual Deferral Amount (or
specified portion thereof) under Section 5(c). The Stock Option Value shall be
determined from time to time by the Committee, based on a reasonable valuation
methodology selected by the Committee, and shall remain in effect until changed
by the Committee. Initially and until changed by the Committee, the Stock Option
Value shall be deemed to be one-third of the Fair market Value of one Share on
the date the Stock Option is granted.
(z) Subsidiary: A subsidiary corporation, as defined in Section 424(f)
of the Code (or any successor section thereto).
3. ADMINISTRATION
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 "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). The
foregoing notwithstanding, the Board may exercise any power or perform any
function of the Committee, in which case any applicable reference to "Committee"
herein shall be deemed to refer to the Board.
4. ELIGIBILITY
All Participants shall be eligible to participate under this Plan.
5. VOLUNTARY DEFERRAL OF CASH COMPENSATION
A Participant may voluntarily elect to defer his or her cash compensation
(including, but not limited to, annual retainer, board meeting fees, committee
meeting fees and committee chairman fees) in the following manner:
(a) METHOD OF ELECTION. In order to make a voluntary election pursuant to
the Plan, the Participant must complete and deliver to the Secretary of the
Company a written election, not later than 30 days after the date on which he or
she commences service as a director of the Company or, in
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subsequent years, not later than the anniversary of the normal commencement
date for such director's term (or such other deadline as may be specified by
the Company, provided that such deadline shall be established so as to ensure
effective tax deferral by the Participant), designating (i) the portion of
his or her cash compensation for a year of service as a director that is to
be deferred (the "Annual Deferral Amount") and (ii) the portion of the Annual
Deferral Amount that is to be deferred into (A) Deferred Share Units and/or
(B) Stock Options and/or (C) Deferred Cash. Such an election shall only be
effective with respect to (i) the annual retainer and (ii) any other fees
earned after the date of the election. Such election shall remain effective
for all future years of service unless the Participant makes a new valid
election in a subsequent year.
(b) DEFERRED SHARE UNITS. If a Participant elects to defer his or her
Annual Deferral Amount into Deferred Share Units, such Participant will have
Deferred Share Units credited (as of each date on which his or her cash
compensation would otherwise have been paid) to a Deferred Share Unit account
maintained for him or her on the books of the Company. The number of Deferred
Share Units (including fractional Deferred Share Units) to be credited shall be
determined by dividing (i) the amount of cash compensation to be deferred into
Deferred Share Units by (ii) the Fair Market Value of one Share on the date
credited. Deferred Share Units, during such period as they are outstanding,
shall be credited with dividend equivalents based on dividends paid on Shares.
Dividend equivalents resulting from dividend payments prior to August 1, 2002
shall be converted into additional Deferred Share Units based on the Fair Market
Value of Shares on the date credited. From and after August 1, 2002, dividend
equivalents relating to cash dividends paid prior to settlement of a Deferred
Share Unit shall be calculated at the time of such settlement and credited and
paid in cash at settlement, without interest; provided, however, that non-cash
dividends and large, special and non-recurring cash dividends will be governed
by Section 9 of the Plan. Notwithstanding anything to the contrary in this
Section 5(b), the Fair Market Value of one Share on any date prior to the First
Trading Date shall be the Fair Market Value of one Share on the First Trading
Date.
(c) STOCK OPTIONS. If a Participant elects to defer his or her Annual
Deferral Amount into Stock Options, such Participant will receive a grant of a
Stock Option as of each date on which his or her cash compensation would
otherwise have been paid. The number of Shares purchasable under the Option
(rounded to the nearest whole Share) will be determined by dividing (i) the
amount of cash compensation to be deferred into Stock Options by (ii) the Stock
Option Value then in effect. The Stock Option (i) will have an exercise price
per Share equal to 100% of the Fair Market Value of a Share at the date of
grant, (ii) will have a stated expiration date of seven years after the date of
grant, (iii) will be non-forfeitable, and (iv) will become exercisable on the
first anniversary of the date of grant. The foregoing notwithstanding, the Stock
Option will become exercisable immediately prior to a Change in Control or in
the event of the termination of the Participant's service as a director due to
death or disability.
(d) DEFERRED CASH. If a Participant makes a voluntary election to defer
his or her Annual Deferral Amount into Deferred Cash, such Participant will have
Deferred Cash credited, as of each date on which his or her cash compensation
would otherwise have been paid, to a Deferred Cash account maintained for him or
her on the books of the Company. The amount of Deferred Cash to be credited
shall equal the amount of cash compensation to be deferred into Deferred Cash. A
Participant's account shall be credited with additional Deferred Cash equal to
the amount of notional interest earned on the account, assuming that such
interest is earned at the Plan Interest Rate and compounded on an annual basis.
6. TERMINATION OF BOARD SERVICE
No later than the first business day of the calendar year immediately
following the date on which a Participant terminates service with the Company
(the "Determination Date"), the Participant shall receive (a) a lump sum payment
in Shares equal in number to the Deferred Share Units credited to the
Participant's Deferred Share Unit account (provided, however, that any
fractional Shares shall be paid in cash based on the Fair Market Value of a
Share as of the Determination Date) and (b) a lump sum payment in cash equal to
the Deferred Cash credited to the Participant's Deferred Cash account.
7. NONTRANSFERABILITY OF AWARDS AND RIGHTS UNDER THE PLAN
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Awards and related rights under the Plan shall not be transferable or
assignable by the Participant otherwise than by will or by the laws of descent
and distribution. During the lifetime of a Participant, Awards shall be payable
only to or exercisable only by such Participant. Deferred Share Units and
Deferred Cash payable after the death of a Participant may be paid to the
legatees, personal representatives or distributees of the Participant, and a
Stock Option may be transferred to and thereafter exercised by the legatees,
personal representatives or distributees of the Participant after the
Participant's death. The foregoing notwithstanding, the Committee may permit a
transfer of Stock Options in connection with the Participant's estate planning,
subject to such terms and conditions as the Committee may specify.
8. UNFUNDED PLAN
Unless otherwise determined by the Committee, the Plan shall be unfunded.
To the extent any individual holds any rights by virtue of an Award granted
under the Plan, such rights (unless otherwise determined by the Committee) shall
be no greater than the rights of an unsecured general creditor of the Company.
9. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to Awards.
(a) GENERALLY. In the event of any change in the outstanding Shares after
the Effective Date 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 any Deferred Share Units or Stock
Options granted under the Plan.
(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 Awards
(including, without limitation, (i) the acceleration of Awards (not otherwise
vested or exercisable upon the Change in Control), (ii) the payment of a cash
amount in exchange for the cancellation of Awards and/or (iii) the requiring of
the issuance of substitute Awards that will substantially preserve the value,
rights and benefits of any affected Awards previously granted hereunder) as of
the date of the consummation of the Change in Control.
10. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
11. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
Participant under any Awards theretofore granted without such Participant's
consent.
12. 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.
13. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Spinoff Date.