Exhibit 10.1
FIRST AMENDMENT TO THE
IMS HEALTH INCORPORATED SAVINGS PLAN
EFFECTIVE AS OF JULY 19, 1999
1. Article I of the IMS Health Incorporated Savings Plan (the "Plan") is
hereby amended by deleting therefrom Section 1.11.
2. Article I of the Plan is hereby further amended by adding the
following new Section 1.60 to the end thereof, to read in its entirety as
follows:
"1.60 `PLAN ADMINISTRATOR' shall mean the Company, except that
any action authorized to be taken by the Plan Administrator
hereunder may also be taken by any committee or person(s) duly
authorized by the Board or the duly authorized delegees of such
duly authorized committee or person(s)."
3. The Plan is hereby further amended by deleting therefrom all
references to the term "Committee" and replacing therefor the term "Plan
Administrator."
4. Sections 12.1 and 12.2 of the Plan are hereby amended to read in
their entirety as follows:
"12.1 VOTING OF SHARES. Each Member shall have the right and
shall be afforded the opportunity to direct the manner in which
whole shares of the common stock held in any Fund designated to
invest in securities of the Employer or Predecessor Employer (or
securities of any unrelated company that may be distributed with
respect to the securities of the Employer or Predecessor Employer
by reason of a spin-off or otherwise), and attributable to his or
her Account as of the Valuation Date coincident with or preceding
the record date shall be voted at all stockholders' meetings. The
Funding Agent shall confidentially receive and tally the
instructions from Members. The Funding Agent shall not disclose
such instructions to the Employer or the Plan Administrator or
any officer, director or Affiliate. Any stock for which a signed
voting direction instrument is not received from the Member, or
is not subject to being received, shall be voted by the Funding
Agent in the same proportion as the stock for which signed
voting-direction instruments are received as to the matter to be
voted upon.
12.2 TENDER OFFERS. A Member may direct the Funding Agent in
writing how to respond to a tender or exchange offer for any or
all whole securities held in any Fund designated to invest in
securities of the Employer (or securities of any unrelated
company that may be distributed with respect to the securities of
the Employer or Predecessor Employer by reason of a spin-off or
otherwise), and attributable to his or her Account as of the
Valuation Date preceding, or coincident with, the offer. A
Member's instructions hereunder shall be confidential and shall
not be disclosed to the Employer or the Plan Administrator. The
Plan Administrator shall notify each Member and timely distribute
or cause to be distributed to him or her such information as will
be distributed to securityholders in connection with any such
tender or exchange offer. The Funding Agent shall confidentially
receive instructions from Members and shall not disclose such
instructions to the Employer or the Plan Administrator. Upon
receipt of such instructions, the Funding Agent shall tender such
securities as and to the extent so instructed. If the Funding
Agent shall not receive instructions with respect to a Member
regarding any such tender or exchange offer for such shares of
stock (or shall receive instructions not to tender or exchange
such shares), the Funding Agent shall have no discretion in such
matter and shall take no action with respect thereto. Any shares
for which instructions are not subject to being received shall be
tendered by the Funding Agent only in the same proportion as the
stock for which instructions to tender are received. Any
securities received by the Funding Agent as a result of a tender
of securities shall be held, and any cash so received, shall be
invested in short-term investments for the Account of the Member
with respect to whom shares were tendered pending any
reinvestment by the Funding Agent consistent with the purpose of
the Plan."
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5. The Plan is hereby further amended by deleting therefrom subsection
(a)(10) of Section 13.1.
6. The Plan is hereby further amended by deleting therefrom Section
13.2.
7. Section 13.3 of the Plan is hereby amended to read in its entirety as
follows:
"13.3 INDEMNIFICATION. In each case in which a director, officer
or Employee of an Employer is or was serving at the request of
the Board as the Plan Administrator or as a member of a committee
authorized to act on behalf of the Plan Administrator, the
Employer, by the adoption of this Plan, indemnifies and holds
such person or the members of such committee (including their
delegees), jointly and severally, harmless from the effects and
consequences of their acts, omissions, and conduct in their
official capacities, except to the extent that the effects and
consequences result from their own willful misconduct or gross
negligence in the performance of their duties. The foregoing
right of indemnification will not be exclusive of other rights to
which each such individual may be entitled by any contract or
other instrument or as a matter of law."
8. Section 13.5 of the Plan is hereby amended by deleting the first
sentence thereof.
9. Section 15.1 of the Plan is hereby amended to read in its entirety as
follows:
"15.1 RIGHT TO AMEND THE PLAN. The Board has delegated to the
Employee Benefits Committee appointed by the Board the right at
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any time to amend the Plan, provided that any such amendment
could not significantly affect the cost of the Plan. If an
amendment could significantly affect the cost of the Plan, then
such amendment may only be adopted by the Board. Any amendment
adopted by the Employee Benefits Committee or the Board shall be
binding upon each Employer. Except as provided in Section 17.2,
no such amendment(s) shall have the effect of reverting to the
Employer the whole or any part of the principal or income for
purposes other than for the exclusive benefit of Members or
Beneficiaries at any time prior to the satisfaction of all the
liabilities under the Plan with respect to such persons. No
amendment shall reduce a Member's Account balance on the
effective date of the Plan amendment or eliminate an optional
form of benefit under the Plan with respect to the Member's
Account balance on the date of the amendment."
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