Exhibit 10(i)
NDCHEALTH CORPORATION
2002 NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
1. Purpose. The purpose of the NDCHealth Corporation 2002 Non-Employee
Directors Compensation Plan is to attract, retain and compensate
highly-qualified individuals who are not employees of NDCHealth Corporation or
any of its subsidiaries or affiliates for service as members of the Board by
providing them with competitive compensation and an ownership interest in the
Common Stock of the Company. The Company intends that the Plan will benefit the
Company and its stockholders by allowing Non-Employee Directors to have a
personal financial stake in the Company through an ownership interest in the
Common Stock and will closely associate the interests of Non-Employee Directors
with those of the Company's stockholders. This Plan supersedes the National Data
Corporation 1995 Non-Employee Director Compensation Plan and the National Data
Corporation 1984 Non-Employee Directors Stock Option Plan.
2. Defined Terms. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
"Annual Retainer" means the annual retainer (excluding meeting fees and
expenses) payable by the Company to a Non-Employee Director pursuant to Section
6(a) hereof for service as a director of the Company, as such amount may be
changed from time to time. The Annual Retainer shall consist of the Cash
Equivalent Annual Retainer plus the Stock Equivalent Annual Retainer.
"Board" means the Board of Directors of the Company.
"Cash Equivalent Annual Retainer" means the 50% of Annual Retainer
that, unless deferred in accordance with Section 8 of the Plan, will be paid in
the form of cash in accordance with Section 7 hereof.
"Company" means NDCHealth Corporation, a Delaware corporation.
"Common Stock" means the common stock, par value $0.125 per share, of
the Company.
"Deferred Stock Rights" means the right to receive shares of Common
Stock on a designated future date or dates, as provided in Section 8 of the
Plan. Each Deferred Stock Right represents the right to receive one share of
Common Stock in the future.
"Disability" means any illness or other physical or mental condition of
a Non-Employee Director that renders him or her incapable of performing as a
director of the Company, or any medically determinable illness or other physical
or mental condition resulting from a bodily injury, disease or mental disorder
which, in the judgment of the Board, is permanent and continuous in nature. The
Board may require such medical or other evidence as it deems necessary to judge
the nature and permanency of a Non-Employee Director's condition.
"Effective Date" has the meaning set forth in Section 16 of the Plan.
"Election Form" means a form approved by the Board pursuant to which a
Non-Employee Director elects to defer some or all of his or her Annual Retainer,
as provided in Section 8 herein.
"Fair Market Value", on any date, means (i) if the Common Stock is
listed on a securities exchange or is traded over the Nasdaq National Market,
the closing sales price on such exchange or over such system on such date or, in
the absence of reported sales on such date, the closing sales price on the
immediately preceding date on which sales were reported, or (ii) if the Common
Stock is not listed on a securities exchange or traded over the Nasdaq National
Market, the mean between the bid and offered prices as quoted by Nasdaq for such
date, provided that if it is determined that the fair market value is not
properly reflected by such Nasdaq quotations, Fair Market Value will be
determined by such other method as the Board determines in good faith to be
reasonable.
"Non-Employee Director" means a director of the Company who is not an
employee of the Company or of any of its subsidiaries or affiliates.
"Option" means an option to purchase Common Stock granted under Section
9 of the Plan. Options granted under the Plan are not incentive stock options
within the meaning of Section 422 of the Internal Revenue Code.
"Option Grant Date" means the date upon which an Option is granted to a
Non-Employee Director pursuant to Section 9 of the Plan.
"Optionee" means a Non-Employee Director of the Company to whom an
Option has been granted under Section 9.
"Plan" means the NDCHealth Corporation 2002 Non-Employee Directors
Compensation Plan, as amended from time to time.
"Plan Year" means the twelve-month period ending on May 31 of each year
which, for purposes of the Plan, is the period for which Annual Retainers are
earned.
"Retirement" means retirement as a director of the Company in
accordance with the provisions of the Company's bylaws as in effect from time to
time.
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"Stock Equivalent Annual Retainer" means the 50% of Annual Retainer
that, unless deferred in accordance with Section 8 hereof, will be paid in the
form of Common Stock in accordance with Section 7(a) hereof.
"Stock Grant Date" has the meaning set forth in Section 7 of the Plan.
3. Administration. The Plan shall be administered by the Board.
Subject to the provisions of the Plan, the Board shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. The Board's interpretation of the
Plan, and all actions taken and determinations made by the Board pursuant to the
powers vested in it hereunder, shall be conclusive and binding upon all parties
concerned including the Company, its stockholders and persons granted awards
under the Plan. The Board may appoint a plan administrator to carry out the
ministerial functions of the Plan, but the administrator shall have no other
authority or powers of the Board.
4. Shares Subject to Plan. The shares of Common Stock that may be
issued pursuant to the Plan, including upon the exercise of Options or the
settlement of Deferred Stock Rights, shall not exceed in the aggregate 450,000
shares of Common Stock. Such shares may be authorized and unissued shares or
treasury shares. The Board's adoption of this Plan shall constitute the
reservation of 450,000 shares of authorized and unissued Common Stock for
issuance pursuant to this Plan. Notwithstanding the foregoing, until such time,
if any, as the stockholders of the Company shall approve this Plan, all awards
of Common Stock, Options and Deferred Stock Rights pursuant to this Plan shall
be granted under, and to the extent not inconsistent herewith shall be governed
by the terms of, the Company's 2000 Long-Term Incentive Plan or any successor
plan or plans approved by the Company's stockholders and under which such awards
may be granted to Non-Employee Directors.
5. Eligibility. All active Non-Employee Directors shall automatically
be participants in the Plan.
6. Elements of Director Compensation.
(a) Annual Retainer. Each Non-Employee Director shall be paid an Annual
Retainer for service as a director during each Plan Year. The amount of the
Annual Retainer shall be established from time to time by the Board. Until
changed by the Board, the Annual Retainer shall be $30,000 for each Non-Employee
Director other than the Chairman of the Board, and shall be $60,000 for the
Chairman of the Board. A pro-rata Annual Retainer will be paid to any
Non-Employee Director who joins the Board on a date other than the beginning of
a Plan Year, based on the number of full months between the date such
Non-Employee Director joined the Board and the following June 1. For example, a
Non-Employee Director joining the Board on February 3 would
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be entitled to three twelfths (3/12) of the normal Annual Retainer for such
partial Plan Year of service.
(b) Meeting Fees. Each Non-Employee Director shall be paid a meeting
fee for each meeting of the Board or committee thereof he or she attends. The
amount of the meeting fees shall be established from time to time by the Board,
and may depend on whether the director is serving on a committee or as a
chairman of a committee of the Board. Until changed by the Board, (i) the
meeting fee for attending a meeting of the Board or any committee there of shall
be $1,000, (ii) each member of the Audit Committee and each member of the
Compensation Committee shall receive an additional $1,000 fee for attending a
meeting of such committee, and (iii) the Chairman of the Audit Committee and the
Chairman of the Compensation Committee shall receive an additional $500 fee for
attending and chairing a meeting of such committee.
(c) Travel Expense Reimbursement. All Non-Employee Directors shall be
reimbursed for reasonable travel expenses (including spouse's expenses to attend
events to which spouses are invited) in connection with attendance at meetings
of the Board and its committees, or other Company functions at which the Chief
Executive Officer requests the Non-Employee Director to participate. If the
travel expense is related to the reimbursement of commercial airfare, such
reimbursement will not exceed full-coach rates. If the travel expense is related
to reimbursement of non-commercial air travel, such reimbursement shall not
exceed the rate for comparable travel by means of commercial airlines.
(d) Insurance. The Company shall maintain director's and officer's
liability insurance with reputable carriers of at least $15 million.
7. Non-deferred Payment of Annual Retainer.
(a) Two Components of Annual Retainer. Unless converted to Deferred
Stock Rights as provided in Section 8, the Annual Retainer shall be paid fifty
percent (50%) in Common Stock (the "Stock Equivalent Annual Retainer") and fifty
percent (50%) in cash (the "Cash Equivalent Annual Retainer"), as provided in
this Section 7.
(b) Stock Equivalent Annual Retainer. Unless a Non-Employee Director
has elected to defer receipt of his or her Stock Equivalent Annual Retainer as
provided in Section 8 below, shares of Common Stock shall be automatically
granted on June 1 of each Plan Year (each such date is hereinafter referred to
as a "Stock Grant Date") to each eligible Non-Employee Director commencing with
the June 1, 2002 Stock Grant Date. The total number of shares of Common Stock
included in each grant under this Section 7(b) shall be determined by dividing
the Stock Equivalent Annual Retainer by the Fair Market Value per share of
Common Stock on the Stock Grant Date. Fractions will be rounded to the next
highest share.
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(c) Cash Equivalent Annual Retainer. Unless a Non-Employee Director has
elected to defer receipt of his or her Cash Equivalent Annual Retainer as
provided in Section 8 below, the Cash Equivalent Annual Retainer shall be paid
to the director in cash on or about June 1 of each Plan Year commencing with
June 1, 2002.
8. Deferred Payment of Annual Retainer.
(a) Election to Receive Deferred Stock Rights. A Non-Employee Director
may elect to defer (i) 0% or 100% of his or her Stock Equivalent Annual
Retainer, and (ii) 0% or 100% of his or her Cash Equivalent Annual Retainer by
conversion to Deferred Stock Rights in accordance with this Section 8.
(b) Timing and Manner of Deferral Election. A Non-Employee Director who
wishes to receive Annual Retainer for a Plan Year in the form of Deferred Stock
Rights must irrevocably elect to do so by delivering a valid Election Form to
the Board or the plan administrator prior to the beginning of such Plan Year. A
Non-Employee Director's participation in Section 8 of the Plan will be effective
as of the first day of the Plan Year beginning after the Board or the plan
administrator receives the Non-Employee Director's Election Form. For example,
in order to defer the Annual Retainer payable for the Plan Year ending May 31,
2003, the Election Form must be received on or before May 31, 2002. The deferral
Election Form signed by the Non-Employee Director prior to the Plan Year will be
irrevocable for the coming Plan Year. However, prior to the commencement of the
following Plan Year, a Non-Employee Director may change his or her election for
future Plan Years by executing and delivering a new Election Form indicating a
different choice. If a Non-Employee Director fails to deliver a new Election
Form prior to the commencement of the new Plan Year, his or her Election Form in
effect during the previous Plan Year shall continue in effect during the new
Plan Year.
(c) Crediting and Settlement of Deferred Stock Rights. The number of
Deferred Stock Rights into which deferred Annual Retainer shall be converted
shall be determined by dividing the dollar amount of the Annual Retainer elected
to be deferred by the Fair Market Value per share of the Common Stock on June 1
of the applicable Plan Year. Such Deferred Stock Rights shall be credited to a
bookkeeping account maintained by the Company on behalf of the Non-Employee
Director and shall be settled (paid) in shares of Common Stock on the earlier of
(i) a date designated by the Non-Employee Director in his or her Election Form,
which shall be at least two (2) years after the election date, or (ii) thirty
(30) days after the Non-Employee Director's termination of service as a director
of the Company (in any capacity). No shares of Common Stock will be issued until
the settlement date, at which time the Company agrees to issue shares of Common
Stock to the Non-Employee Director (at the conversion rate of one share of
Common Stock for each Deferred Stock Right). The Non-Employee Director will have
no rights as a stockholder with respect to the Deferred Stock Rights, and such
rights will be unsecured.
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(d) Spendthrift Clause. No right or interest in the Deferred Stock
Rights shall be subject to the claims of creditors of the Non-Employee Director
or to liability for the debts, contracts or engagements of the Non-Employee
Director, or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect; provided, however, that nothing in this Section 8(d)
shall prevent transfers by will or by the applicable laws of descent and
distribution.
9. Annual Stock Option Awards.
(a) Each person who is a Non-Employee Director on the day immediately
following the 2001 annual meeting of the Company's stockholders shall be granted
on that date an Option to purchase that number of shares of the Company's Common
Stock having a Fair Market Value on the date of grant equal to $125,000. Each
person who thereafter first becomes a Non-Employee Director shall be granted on
the date that he or she first becomes a Non-Employee Director an Option to
purchase that number of shares of the Company's Common Stock having a Fair
Market Value on the date of grant equal to $125,000, multiplied by a fraction,
the numerator or which is the number of full months before the next regularly
scheduled annual meeting of the Company's stockholders, and the denominator of
which is 12. In addition, as of the day following the 2002 annual meeting of the
Company's stockholders, and on the day following each subsequent annual meeting
of the Company's stockholders, each Non-Employee Director serving as such on
that date shall be granted an Option to purchase that number of shares of the
Company's Common Stock having a Fair Market Value on the date of grant equal to
$125,000. Each such day that Options are to be granted under the Plan is
referred to hereinafter as an "Option Grant Date."
If on any Option Grant Date, shares of Common Stock are not available
to grant to Non-Employee Directors the full amount of a grant contemplated by
the immediately preceding paragraph, then each Non-Employee Director shall
receive an Option (a "Reduced Grant") to purchase shares of Common Stock in an
amount equal to the number of shares of Common Stock then available, divided by
the number of Non-Employee Directors as of the applicable Option Grant Date.
Fractional shares shall be ignored and not granted.
If a Reduced Grant has been made and, thereafter, during the term of
this Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an Option), then each person who was a
Non-Employee Director both on the Option Grant Date on which the Reduced Grant
was made and on the date additional shares of Common Stock become available (a
"Continuing Non-Employee Director") shall receive an additional Option to
purchase shares of Common Stock. The number of newly available shares shall be
divided equally among the Options granted to the Continuing Non-Employee
Directors; provided, however, that the aggregate number
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of shares of Common Stock subject to a Continuing Non-Employee Director's
additional Option plus any prior Reduced Grant to the Continuing Non-Employee
Director on the applicable Option Grant Date shall not exceed that number of
shares having a Fair Market Value equal to $125,000 as of the date on which the
applicable Reduced Grant was made. If more than one Reduced Grant has been made,
available Options shall be granted beginning with the earliest such Option Grant
Date.
(b) Exercise Price. The exercise price for each Option granted under
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the Plan shall be the Fair Market Value of the shares of Common Stock subject to
the Option on the date of grant of the Option.
(c) Medium and Time of Payment. The exercise price shall be payable in
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full upon the exercise of an Option in cash and/or shares of Common Stock;
provided, however, that if shares of Common Stock are used to pay the exercise
price of an Option, such shares must have been held by the Optionee for at least
six months. In the event that all or part of the exercise price of an Option is
paid by the surrender to the Company of shares of Common Stock previously held
by the Optionee, such shares shall be valued at their Fair Market Value as of
the date of exercise, and the Optionee shall deliver to the Company a
certificate of certificates representing such shares duly endorsed to the
Company or accompanied by a duly-executed separate instrument of transfer
satisfactory to the Board. To the extent permitted under Regulation T of the
Federal Reserve Board, and subject to applicable securities laws, Options may be
exercised through a broker in a so-called "cashless exercise" whereby the broker
sells the Option shares and delivers cash sales proceeds to the Company in
payment of the exercise price.
(d) Term. Each Option granted under the Plan shall, to the extent not
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previously exercised, terminate and expire on the date ten (10) years after the
date of grant of the Option, unless earlier terminated as provided hereinafter
in Section 9(g).
(e) Exercisability. Except as set forth below, each Option granted
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under this Plan shall vest (become exercisable) in accordance with the following
schedule:
Years of Service Percent of Option Shares Vested
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After Date of Grant
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Less than 2 0%
2 20%
3 45%
4 70%
5 100%
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Notwithstanding the foregoing, each Option granted under this Plan
shall vest (become exercisable) as to all of the shares covered thereby upon the
termination of the Optionee's membership on the Board by reason of death,
Disability, Retirement or failure to be re-nominated or re-elected as a
director.
(f) Method of Exercise. All Options granted under the Plan shall be
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exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business or to such other person or
place as the Secretary shall direct. Such written notice shall be accompanied by
payment in full of the exercise price for the shares for which such Option is
being exercised. The Company shall make delivery of certificates representing
the shares for which an Option has been exercised within a reasonable period of
time; provided, however, that if any law, regulation or agreement requires the
Company to take any action with respect to the shares for which an Option has
been exercised before the issuance thereof, then the date of delivery of such
shares shall be extended for the period necessary to take such action.
Certificates representing shares for which Options are exercised under the Plan
may bear such restrictive legends as may be necessary or desirable in order to
comply with applicable federal and state securities laws. Nothing contained in
the Plan shall be construed to require the Company to register any shares of
Common Stock underlying Options granted under this Plan.
(g) Effect of Termination of Directorship. Upon termination of an
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Optionee's membership on the Board for any reason (including without limitation
by reason of death, Disability, Retirement or failure to be re-nominated or
re-elected as a director), the Options held by the Optionee under the Plan, to
the extent they were exercisable on the date of termination (including any
acceleration by reason of such termination) shall remain exercisable until the
earlier of (i) the original expiration date of the Option, or (ii) the fifth
anniversary of the Optionee's termination as a director. In the event of the
death of an Optionee, the Optionee's personal representatives, heirs or legatees
may exercise the Options held by the Optionee on the date of death, upon proof
satisfactory to the Company of their authority. Such exercise otherwise shall be
subject to the terms and conditions of the Plan.
(h) Transferability of Options. Any Option granted hereunder shall be
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assignable or transferable by the Optionee by will, by the laws of descent and
distribution, or pursuant to a domestic relations order that would satisfy
Section 414(p)(1)(A) of the Internal Revenue Code of 1986, as amended, if such
provision applied to an Option under the Plan. In addition, any Option granted
pursuant to the Plan shall be transferable by the Optionee to any of the
following permitted transferees, upon such reasonable terms and conditions as
the Board may establish: (i) any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Optionee's household (other than a tenant or employee), (ii) a trust in which
the foregoing persons (or the Optionee) have more than fifty percent of the
beneficial interests, (iii) a
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foundation in which these persons (or the Optionee) control the management of
assets, or (iv) any other entity in which these persons (or the Optionee) own
more than fifty percent of the voting interests.
(i) Rights as Stockholder. Neither the Optionee nor the Optionee's
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personal representatives, heirs, legatees or transferees shall have rights as a
stockholder of the Company with respect to shares of Common Stock covered by the
Optionee's Option until the Optionee or such other person becomes the holder of
record of such shares.
(j) No Options after Ten Years. No Options shall be granted except
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within a period of ten (10) years after the effective date of the Plan.
(k) Option Agreements. All Options shall be evidenced by a written
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Option Agreement between the Company and the Non-Employee Director, which shall
include such provisions, not inconsistent with the Plan, as may be specified by
the Board.
10. Adjustments.
(a) In the event that the Board determines that any distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company,
issuance of warrants or other rights to purchase Common Stock or other
securities of the Company, or other similar corporate transaction or event, in
the Board's sole discretion, affects the Common Stock such that an adjustment is
determined by the Board to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to an award or awards hereunder, then the Board
shall, in such manner as it may deem equitable, adjust the number and type of
shares (or other securities or property) which may be granted under the Plan
(including, but not limited to, adjustments of the maximum number and kind of
securities which may be issued).
(b) In the event of any corporate transaction or event described in
Section 10(a) which results in shares of Common Stock being exchanged for or
converted into cash, securities or other property (including securities of
another corporation), the Board will have the right to terminate this Plan as of
the date of the transaction or event, in which case all Deferred Stock Rights
shall become the right to receive such cash, securities or other property, and
there shall be substituted on an equitable basis for each share of Common Stock
then subject to an Option granted pursuant to Section 9 the consideration
payable with respect to the outstanding shares of Common Stock in connection
with such corporate transaction or event, all without any change in the
aggregate purchase price for the shares of Common Stock then subject to the
Option.
(c) The number of shares of Common Stock finally granted under this
Plan shall always be rounded to the next highest whole share.
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(d) Any decision of the Board pursuant to the terms of this Section 10
shall be final, binding and conclusive upon the Non-Employee Directors, the
Company and all other interested parties.
11. Amendment. The Board may terminate or suspend the Plan at any time,
without stockholder approval. The Board may amend the Plan at any time and for
any reason without stockholder approval; provided, however, that the Board may
condition any amendment on the approval of stockholders of the Company if such
approval is necessary or deemed advisable with respect to tax, securities or
other applicable laws, policies or regulations. Except as provided in Section
10, no termination, modification or amendment of the Plan may, without the
consent of a Non-Employee Director, adversely affect a Non-Employee Director's
rights under an award granted prior thereto.
12. Indemnification. Each person who is or has been a member of the
Board or who otherwise participates in the administration or operation of this
Plan shall be indemnified by the Company against, and held harmless from, any
loss, cost, liability or expense that may be imposed upon or incurred by him or
her in connection with or resulting from any claim, action, suit or proceeding
in which such person may be involved by reason of any action taken or failure to
act under the Plan and shall be fully reimbursed by the Company for any and all
amounts paid by such person in satisfaction of judgment against him or her in
any such action, suit or proceeding, provided he or she will give the Company an
opportunity, by written notice to the Board, to defend the same at the Company's
own expense before he or she undertakes to defend it on his or her own behalf.
This right of indemnification shall not be exclusive of any other rights of
indemnification.
The Board may rely upon any information furnished by the Company, its
public accountants and other experts. No individual will have personal liability
by reason of anything done or omitted to be done by the Company or the Board in
connection with the Plan.
13. Duration of the Plan. The Plan shall remain in effect until May 31,
2011, unless terminated earlier by the Board.
14. Expenses of the Plan. The expenses of administering the Plan shall
be borne by the Company.
15. Status of Plan. The Plan is intended to be a nonqualified, unfunded
plan of deferred compensation under the Internal Revenue Code of 1986, as
amended. Plan benefits shall be paid from the general assets of the Company or
as otherwise directed by the Company. To the extent that any participant
acquires the right to receive payments under the Plan (from whatever source),
such right shall be no greater than that of an unsecured general creditor of the
Company. Participants and their beneficiaries shall not
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have any preference or security interest in the assets of the Company other than
as a general unsecured creditor.
16. Effective Date. The Plan was originally adopted by the Board on
October 5, 2001, and became effective on that date (the "Effective Date").
NDCHealth Corporation
By: /s/ Patricia A. Wilson
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Patricia A. Wilson
General Counsel and Secretary
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EXHIBIT A
Election to Receive Deferred Stock Rights in Lieu of Annual Retainer
pursuant to the
NDCHealth Corporation 2002 Non-Employee Directors Compensation Plan
The following constitutes the irrevocable election of the undersigned under the
NDCHealth Corporation 2002 Non-Employee Directors Compensation Plan (the "Plan")
with respect to the undersigned's Stock Equivalent Annual Retainer and/or Cash
Equivalent Annual Retainer as a non-employee director of NDCHealth Corporation
(the "Company") to be earned by the undersigned during the Plan Year ending May
31, 2003. Capitalized terms used herein and not otherwise defined have the
meanings assigned such terms in the Plan.
Deferred Right to Receive Common Stock. I hereby irrevocably elect to defer:
[Check only if applicable]
________ none (0%) of my Annual Retainer to be earned in the Plan Year ending
May 31, 2003
[If the above is left blank, check one or both of the following, as applicable]
________ 100% of my Stock Equivalent Annual Retainer to be earned in the Plan
Year ending May 31, 2003
________ 100% of my Cash Equivalent Annual Retainer to be earned in the Plan
Year ending May 31, 2003
in the form of the right to receive Common Stock at a future date, as indicated
below.
I elect to receive such shares on the earlier of:
(i) _____________, 20__ (must be at least two years after May 31, 2002), or
(ii) thirty (30) days after my termination as a director of NDCHealth
Corporation (in any capacity).
If no date is filled in above, I acknowledge that the shares will be delivered
to me on or about thirty (30) days after my termination as a director of
NDCHealth Corporation (in any capacity).
Executed this _____ day of ____________, 2002.
____________________________________
(Name)