IMS HEALTH INCORPORATED RETIREMENT EXCESS PLAN

 

TABLE OF CONTENTS

			Page
INTRODUCTION			1
SECTION 1	- DEFINITIONS		2
1.1	“Affiliated Employer”		2
1.2	“Benefit Payment Date”		2
1.3	“Board”		2
1.4	“Cause”		2
1.5	“Change in Control”		3
1.6	“Code”		5
1.7	“Committee”		6
1.8	“Company”		6
1.9	“Designated Beneficiary”		6
1.10	“Disability”		6
1.11	“Effective Date”		6
1.12	“ERISA”		6
1.13	“Good Reason”		6
1.14	“Member”		9
1.15	“Plan”		9
1.16	“Plan Administrator”		9
1.17	“Potential Change in Control”		9
1.18	“Qualified Plan”		10
1.19	“Regulations”		10
1.20	“Retirement Benefit”		10
1.21	“Separation from Service”		10
1.22	“Specified Employee”		10
SECTION 2	- PARTICIPATION		11
2.1	Commencement of Participation		11
SECTION 3	- AMOUNT AND FORM OF BENEFITS		11
3.1	Retirement Benefit		11
3.2	Time and Form of Payment		12
3.3	Nonpayment of Benefits		16
3.4	Notification of Nonpayment of Benefits		18

 

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3.5	Repayment of Benefits	18
3.6	Change in Control	19
SECTION 4	- DEATH BENEFITS	20
4.1	Death Prior to Benefit Payment	20
4.2	Death On or After Benefit Payment	21
SECTION 5	- PLAN ADMINISTRATOR	21
5.1	Duties and Authority	21
5.2	Presentation of Claims	22
5.3	Claims Denial Notification	22
5.4	Claims Review Procedure	23
5.5	Timing	23
5.6	Final Decision	24
5.7	Delayed Payments	24
SECTION 6	- MISCELLANEOUS	25
6.1	Amendment; Suspension	25
6.2	Termination	26
6.3	No Employment Rights	28
6.4	Unfunded Status	28
6.5	Arbitration	29
6.6	No Alienation	30
6.7	Withholding	30
6.8	Governing Law	30
6.9	Successors	31
6.10	Integration	31
Appendix A		33
Appendix B		34
Appendix C		35

 

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IMS HEALTH INCORPORATED

 

RETIREMENT EXCESS PLAN

 

As Amended and Restated Effective as of January 1, 2005

 

INTRODUCTION

 

Effective as of July 1 , 1998, the IMS Health Incorporated Retirement Excess Plan (the “Plan”) was established to provide participating employees with retirement benefits in excess of those permitted to be paid under the IMS Health Incorporated Retirement Plan (the “Qualified Plan”) due to the limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended (the “Code”) and the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan. This document represents a complete restatement of the Plan effective as of January 1, 2005.  The provisions of this amendment and restatement of the Plan shall apply to Members of the Plan who have not retired or terminated employment with the Company as of January 1, 2005.  The rights to benefits, if any, of any former Member who retired or otherwise terminated employment before January 1, 2005, together with the amount of such benefits, shall continue to be governed by the provisions of the Plan in effect as of the date of such retirement or termination of employment. In addition, with respect to the Members identified on Appendix A to the Plan, the provisions of this amendment and restatement of the Plan shall apply to benefits they accrue under the Plan after December 31, 2004.  The rights to vested benefits they had accrued under the Plan as of December 31, 2004, together with the amount of such benefits and any elections with respect to such benefits in effect on

 

 

December 31, 2004, shall continue to be governed by the provisions of the Plan in effect as of December 31, 2004.

 

SECTION 1 - DEFINITIONS

 

1.1                                  “Affiliated Employer” shall mean an entity affiliated with the Company.

 

1.2                                  “Benefit Payment Date” shall mean the date on which a Member’s Retirement Benefit is paid to such Member in accordance with Section 3.2 or to such Member’s Designated Beneficiary in accordance with Section 4.1.

 

1.3                                  “Board” shall mean the Board of Directors of IMS Health Incorporated, except that any action authorized to be taken by the Board hereunder may also be taken by a duly authorized committee of the Board or its duly authorized delegees.

 

1.4                                  “Cause”   A Member shall not be deemed to have been terminated for “Cause” under this Plan unless such Member shall have been terminated for “Cause” under the terms of such Member’s employment agreement or change in control agreement with the Company, if any.  If no such employment agreement or change in control agreement containing a definition of “Cause” shall be in effect, for purposes of this Plan “Cause” shall mean a Member’s:

 

(a)                                   willful and continued failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or

 

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mental illness or Disability or any failure after the issuance of a notice of termination by the Member for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its Affiliated Employers, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Member by the Company, which demand specifically identifies the manner in which the Company believes that the Member has not substantially performed his or her duties; or

 

(b)                                  the willful engaging by the Member in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

 

No act, or failure to act, on the part of the Member shall be deemed “willful” unless done, or omitted to be done, by the Member not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company.

 

1.5                                  “Change in Control”   If a “Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Change in Control” shall be deemed to have occurred under this Plan.   Otherwise a “Change in Control” shall be deemed to have occurred if:

 

(a)                                   any “Person” as such term is used for purposes of  Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

 

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(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” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities;

 

(b)                                  during any period of 24 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 (i) a director nominated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 1.5(a), (c), or (d) hereof, (ii) 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 (iii) 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

 

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or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

 

(c)                                   any transaction (or series of transactions) is consummated under which the Company is merged or consolidated with any other company, other than a merger or consolidation (i) 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 (ii) 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;

 

(d)                                  a sale or disposition by the Company of all or substantially all of the Company’s assets is consummated or the stockholders of the Company approve a plan of complete liquidation of the Company; or

 

(e)                                   the Board adopts a resolution to the effect that, for purposes of this Plan, a Change in Control has occurred.

 

1.6                                  “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

 

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1.7                                  “Committee” shall mean the the Human Resources Committee of the Board (the Compensation and Benefits Committee before January 1, 2007) or any successor thereto.

 

1.8                                  “Company” shall mean IMS Health Incorporated.

 

1.9                                  “Designated Beneficiary”  shall mean one or more persons, estates or other entities, designated in accordance with such procedures as may be specified by the Plan Administrator, that are entitled to receive benefits under the Plan upon the death of a Member and, in the absence of any such designation, the Member’s estate.

 

1.10                            “Disability” shall mean with respect to any Member, disability or disabled for purposes of the long-term disability plan of the Company or an Affiliated Employer pursuant to which long-term disability benefits are payable to such Member.

 

1.11                            “Effective Date” shall mean July 1, 1998.  The Effective Date of this amendment and restatement shall mean January 1, 2005.

 

1.12                            “ERISA”  shall mean the Employee Retirement Income Security Act of 1974, as amended.

 

1.13                            “Good Reason”  If a Member shall have terminated employment for “Good Reason” under the terms of such Member’s Change in Control Agreement or employment agreement with the Company, if any, then such Member shall be deemed to have terminated employment for “Good

 

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Reason” under this Plan.  Otherwise “Good Reason” shall mean, without the Member’s express written consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the date of termination specified in the notice of termination given in respect thereof:

 

(a)                                   the assignment to the Member of any duties inconsistent with the Member’s position in the Company, or an adverse alteration in the nature or status of the Member’s responsibilities or the conditions of the Member’s employment;

 

(b)                                  a reduction by the Company in the Member’s annual base salary, target bonus or perquisites except for across-the-board perquisite reductions similarly affecting all senior executives of the Company and all senior executives of any Person, as such term is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, in control of the Company;

 

(c)                                   the relocation of the principal place of the Member’s employment to a location more than 50 miles from the location of such place of employment; for this purpose, required travel on the Company’s business will not constitute a relocation so long as the extent of such travel is substantially consistent with the Member’s customary business travel obligations;

 

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(d)                                  the failure by the Company to pay to the Member any portion of the Member’s compensation or to pay to the Member any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

 

(e)                                   the failure by the Company to continue in effect any material compensation or benefit plan in which the Member participated unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Member’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amounts of benefits provided and the level of the Member’s participation relative to other participants;

 

(f)                                     the failure of the Company to obtain a satisfactory agreement from any successor to the Company to fully assume the Company’s obligations and to perform under this Plan, as contemplated in Section 6.9 hereof;

 

(g)                                  with respect to any Member who is a party to an employment agreement or a Change in Control Agreement, any purported termination of such Member’s employment that is not effected pursuant to the notice provisions, if any, in such Member’s employment agreement or Change in Control Agreement.

 

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1.14                            “Member” shall mean an employee of the Company or an Affiliated Employer who becomes a participant in the Plan pursuant to Section 2.

 

1.15                            “Plan” shall mean this IMS Health Incorporated Retirement Excess Plan, as embodied herein, and any amendments thereto.

 

1.16                            “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).

 

1.17                            “Potential Change in Control”   If a “Potential Change in Control” shall have occurred or shall be deemed to have occurred under the terms of a Member’s Change in Control Agreement or employment agreement with the Company, if any, then a “Potential Change in Control” shall be deemed to have occurred under this Plan.  Otherwise a “Potential Change in Control” shall be deemed to have occurred if:

 

(a)                                   the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

 

(b)                                  any Person (including the Company), as defined in Section 1.5(a) hereof, publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

 

(c)                                   the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control has occurred.

 

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1.18                            “Qualified Plan”  shall mean the IMS Health Incorporated Retirement Plan, as the same may be amended from time to time.

 

1.19                            “Regulations”  shall mean proposed and final Treasury Regulations, as the same may be amended from time to time.

 

1.20                            “Retirement Benefit ” shall mean the benefit described in Section 3.1(a) hereof.

 

1.21                            “Separation from Service”  shall mean termination of employment with the Company and any Affiliated Employer.  Whether a Member has had a Separation from Service shall be determined by the Plan Administrator on the basis of all relevant facts and circumstances and with reference to Regulations Section 1.409A-1(h).

 

1.22                            “Specified Employee”  shall mean an employee who satisfies the requirements for being designated a “key employee” under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code without regard to Section 416(i)(5) of the Code at any time during a calendar year, in which case such employee shall be considered a Specified Employee for the twelve-month period beginning on the first day of the fourth month immediately following the end of such calendar year.

 

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SECTION 2 - PARTICIPATION

 

2.1                                  Commencement of Participation .  All participants in the Qualified Plan shall be Members in this Plan whenever their benefits under the Qualified Plan, as from time to time in effect, are reduced by reason of the limitations imposed by Sections 401(a)(17) and 415 of the Code or the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan.

 

SECTION 3 - AMOUNT AND FORM OF BENEFITS

 

3.1                                  Retirement Benefit

 

(a)                                   Retirement Benefit . The Company shall pay to each Member (or such Member’s Designated Beneficiary) a benefit equal to the excess of (i) over (ii), where:

 

(i)             equals the amount of the annual benefit that would be payable to the Member (or his or her Designated Beneficary) under the Qualified Plan if the limitations imposed by Sections 401(a)(17) and 415 of the Code and the exclusion from the definition of compensation under the Qualified Plan of amounts deferred under any nonqualified deferred compensation plan did not apply; and

 

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(ii)            equals the sum of (A) the actual annual benefit payable to the Member (or his or her Designated Beneficiary) from the Qualified Plan and (B) the annual benefit payable to the Member (or his or her Designated Beneficiary) from the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation (as in effect on October 31, 1996), as determined by the Company in accordance with the methods and assumptions specified in Appendix B to this Plan.

 

For purposes of this Section 3.1, the annual benefit under the Qualified Plan shall be determined as a life annuity commencing on the Benefit Payment Date, calculated in accordance with the assumptions provided in the Qualified Plan for purposes of determining the accrued benefit thereunder with respect to Benefit Payment Dates occurring on or after the Member’s attainment of age 55 and the assumptions specified in Appendix B for Benefit Payment Dates occurring before the Member’s attainment of age 55.

 

Notwithstanding the foregoing, no benefits shall be payable hereunder unless the Member has a nonforfeitable right to benefits under the Qualified Plan.

 

3.2                                  Time and Form of Payment .

 

(a)                                   Until January 1, 2009, a Member’s Retirement Benefit shall be payable at the same time and in the same form as the Member’s benefits under the Qualified Plan; however, if a Member shall have made an election in

 

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accordance with Section 3.2(c) to receive his or her Retirement Benefit in the form of a lump sum, such Retirement Benefit shall be paid in a lump sum at the same time as the Member’s benefits under the Qualified Plan.

 

(b)                                  Effective January 1, 2009, a Member’s Retirement Benefit shall automatically be paid in the form of a lump sum in the payroll period next following the payroll period in which occurs the later of:  (i) the Member’s attainment of age 55; or (ii) the Member’s Separation from Service.

 

(c)                                   Notwithstanding Section 3.2(a), any lump sum election made in accordance with the terms of the Plan in effect prior to January 1, 2005 shall continue to be effective with respect to a Retirement Benefit or Deferred Vested Benefit payable before January 1, 2009. In addition, a Member (i) who accrues a Retirement Benefit with respect to periods prior to January 1, 2009, and (ii) to whom distributions have not commenced, shall be permitted to elect, on or before December 31, 2008, on forms to be provided by the Plan Administrator, whether payment of the Retirement Benefit to which such Member may become entitled shall be paid in a lump sum provided that with respect to an election