[GRAPHIC OMITTED][GRAPHIC OMITTED] Exhibit 10.14
IMS Health Incorporated
PURCHASED OPTIONS OPPORTUNITY
ELECTION FORM
PLEASE COMPLETE AND RETURN THIS FORM BY ___________________
TO MARIE SONDE AT THE ADDRESS SHOWN BELOW
You have been granted certain options, which will be cancelled in the event you
do not elect to purchase the options as described below.
Steps For Completion:
1. Be sure to review the attached summary of the Employee Stock Incentive
Plan describing the terms of the purchased options before making your
election.
2. Purchasing options is voluntary. You may elect to purchase options in
addition to your regular stock option grant. You may elect to purchase a
minimum of ________ additional options up to a maximum of ________
options. This is a one-time opportunity which, if not acted upon by
____________, will expire and the associated options will be cancelled.
3. The exercise price of your purchased options is the Fair Market Value of
the IMS Health Common Stock on ___________, the grant date. By signing
this form, you agree to pay 10 percent of the exercise price, which is
due by ______________. The remaining 90 percent will be payable when you
exercise the options.
4. Payment for these options should be made in U.S. dollars and payable to:
" IMS HEALTH Incorporated." Payment should be sent to:
Marie Sonde
Director - Executive Compensation
IMS International
660 West Germantown Pike
Plymouth Meeting, PA 19462
Telephone: 732-528-3188
Fax: 732-528-3616
5. Check One: [ ] The number of options I wish to purchase = _______ options
[ ] I do not wish to purchase stock options.
6. I have received, reviewed and understand the materials describing the
terms of the purchased option opportunity and agree to pay the required
amount, if any, by _________________.
________________________________
Signature
________________________________
Date
- - --------------------------------------------------------------------------------
For Office Use Only-Confirmation Notification
- - --------------------------------------- -----------------------------------
Date Election Received from Participant Signature of Program Representative
[GRAPHIC OMITTED][GRAPHIC OMITTED]
IMS Health Incorporated
PURCHASED OPTIONS OPPORTUNITY
(Summary of Employee Stock Option Incentive Plan)
Certain participants in the Plan, in addition to a stock option grant,
have been provided the opportunity to purchase stock options.
Unlike an outright option grant, a participant must commit to pay 10% of
the Option Price of a Purchased Option at the time of grant. The Option Price
will be the Fair Market Value (as defined on the Election Form) of the Common
Stock on the grant date.
By signing a Purchased Option election form the participant agrees to pay
10% of the Option Price on the date designated. The remaining 90% will be
payable if and when the options are exercised.
Purchasing options is voluntary. A participant may purchase a minimum of
1,000 Purchased Options up to a maximum number offered to the participant. This
is a one-time opportunity which, if not acted upon by the designated date, will
expire.
The 10% purchase price is non-refundable if the Purchased Options expire
without being exercised. However, there will be a refund of a portion of the
purchase price if the participant's employment is terminated voluntarily or by
the Company without "cause", as defined in the Plan. In that event, only the
portion of the purchase price attributable to those Purchased Options that have
not yet vested will be refunded. The portion of the purchase price attributable
to those Purchased Options that have vested will be forfeited.
The Purchased Options vest in equal _____ increments over _____ years.
Thus, as an example, if employment is terminated without cause after one year,
the participant will forfeit _____ of the original 10% purchase price.
Upon retirement, death or disability, the general rules set forth in the
Plan apply to determine when options vest and for what extended period (if any)
they may be exercised. If any Purchased Options remain unvested at the end of
such extended exercise period, the participant will receive only the portion of
the purchase price attributable to those Purchased Options that have not yet
vested, and will forfeit the portion attributable to those Purchased options
that have vested.
The 10% purchase price is a down payment on the full Option Price. As
such, it will bear no interest, nor can a participant borrow against it.
Payment of the 10% purchase price does not entitle a participant to any
of the rights of a Company stockholder. Only by exercising a Purchased Option
and paying the rest of the Option Price will a participant obtain any Common
Stock.