Exhibit 10.1
IMS HEALTH
INCORPORATED
Long-Term Incentive
Program
(As Amended and Restated February 10,
2009)
1.
General . This Long-Term Incentive Program (the
“Program”) of IMS HEALTH INCORPORATED (the
“Company” or “IMS HEALTH”) authorizes the
grant of certain awards under Section 9 of the Company’s
Employees’ Stock Incentive Plan (the “ESIP”) and
Section 9 of the Company’s 2000 Stock Incentive Plan
(the “2000 Plan” and, with the ESIP, the
“Plans”) and sets forth certain terms and conditions of
such grants. The purpose of the Program is to help the
Company secure and retain employees of outstanding ability and to
motivate such employees to exert their best efforts on behalf of
the Company and its subsidiaries by providing incentives directly
linked to the profitability of the Company, and otherwise to
further the purposes of the Plans. The applicable terms and
conditions of each of the Plans are incorporated by reference in
this Program, and shall apply to the extent that the Committee has
specified that the cash or Shares that are issuable or deliverable
in settlement of an Award are drawn from either of the Plans.
If any provision of this Program or an agreement hereunder
conflicts with a provision of the applicable Plan, the provision of
the applicable Plan shall govern. The Committee may delegate
to specified officers or employees of the Company authority to
perform administrative or other functions under the
Program.
2.
Definitions . Capitalized terms used in this Program
but not defined herein have the same meanings as defined in the
applicable Plan. In addition to such terms and those terms
defined in Section 1 above, the following are defined terms
under this Program:
(a)
“Account” means the account established for a
Participant under Section 6(a).
(b)
“Award” means the amount of a Participant’s Award
Opportunity in respect of a Performance Period determined by the
Committee to have been earned and the Participant’s rights to
future payments of cash, Shares, Restricted Stock Units or
non-restricted Stock Units, or Restricted Shares in settlement
thereof.
(c)
“Award Opportunity” means the Participant’s
opportunity to earn specified dollar-denominated and/or Stock
Unit-denominated amounts in respect of a Performance Period.
An Award Opportunity constitutes a conditional right to receive
settlement of an Other Stock-Based Award for purposes of the
Plans.
(d)
“Cause” means “cause” as defined in an
employment agreement between the Company and the Participant in
effect at the time of Termination of Employment or, if there is no
such employment agreement, Cause shall mean the (1) willful
malfeasance or willful misconduct by the Participant in connection
with his or her employment, (2) continuing failure to perform
such duties as are requested by any employee to whom the
Participant reports, directly or indirectly, or by the Board of
Directors of the Company or the board of directors of any
Subsidiary or affiliate which employs Participant, (3) failure
by the Participant to observe policies of the Company or his or her
employer applicable to the Participant, or (4) commission by
the Participant of (i) any felony or (ii) any misdemeanor
involving moral turpitude.
(e)
“Covered Employee” means an employee whom the Committee
deems likely to be, at the end of a given Performance Period, a
“covered employee” within the meaning of
Section 162(m) of the Code.
(f)
“Dividend Equivalents” means credits to a
Participant’s Account in respect of each Stock Unit as
determined under Section 6(b).
(g)
“Participant” means an employee participating in this
Program.
(h)
“Performance Goal” means the Company or individual
accomplishment required as a condition to the earning of an Award
Opportunity. Unless otherwise determined by the Committee,
Performance Goals shall meet the requirements of
Section 9(b) of the ESIP.
(i)
“Performance Period” means the period of two
consecutive fiscal years over which an Award Opportunity may be
earned, provided that the Committee may specify a different
duration for any Performance Period.
(j)
“Restricted Share” means a Share granted as an Other
Stock-Based Award under the Plans, subject to a risk of forfeiture,
non-transferable prior to vesting, restricted as to the right to
receive dividends, and subject to such other restrictions as
specified in the Plans or this Program and as the Committee may
specify in any applicable agreement which must be executed by the
Participant as a condition to receipt of the grant. A
Restricted Share will be actually issued by the Company at the time
of grant, but the certificate therefor may be retained in the
custody of the Company.
(k)
“Stock Unit” is a bookkeeping unit which represents a
conditional right to receive one Share upon settlement, together
with a right to Dividend Equivalents as specified in
Section 6(b). Stock Units constitute a commitment by the
Company to issue or deliver Common Stock at specified future dates
in settlement of Other Stock-Based Awards under the Plans.
Stock Units are arbitrary accounting measures created and used
solely for purposes of this Program, and do not represent ownership
rights in the Company, Shares, or any asset of the Company.
Stock Units subject to a risk of forfeiture based on continued
employment and vesting may be referred to as “Restricted
Stock Units.”
(l)
“Termination of Employment” means the termination of a
Participant’s employment by the Company or a Subsidiary
immediately after which the Participant is not employed by the
Company or any Subsidiary; provided, however, that in the case of
an Award Opportunity or Award that constitutes a deferral of
compensation under Code Section 409A, “Termination of
Employment” means a “separation from service” as
defined in Treasury Regulation § 1.409A-1(h).
3.
Eligibility . Employees who are eligible to
participate in any of the Plans may be selected by the Committee to
participate in this Program.
4.
Designation and Earning of Award Opportunities .
(a)
Designation of Award Opportunities and Performance Goals
. The Committee shall select employees to participate in the
Program for a Performance Period and designate, for each such
Participant, the Award Opportunity such
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Participant may earn for such Performance
Period, the nature of the Performance Goal the achievement of which
will result in the earning of the Award Opportunity, and the levels
of earning of the Award Opportunity corresponding to the levels of
achievement of the performance goal. If an Award is intended
to be a “Performance-Based Award” under
Section 9(b) of the ESIP, which would qualify under
Section 162(m) of the Code, the Committee’s
determinations under this Section 4(a) shall be made not
later than 90 days after the Performance Period begins and in no
event after 25% of the Performance Period has elapsed. The
Award Opportunity earnable by each Participant shall range from 0%
to a specified maximum percentage of a specified target Award
Opportunity. The Committee shall specify a table, grid, or
formula that sets forth the amount of a Participant’s Award
Opportunity that will be earned corresponding to the level of
achievement of a specified Performance Goal. The foregoing
notwithstanding, the per-person limitation under
Section 9(b) of the ESIP shall apply to the portion of
the Award Opportunity that is denominated in cash and the
per-person limitation under Section 3(b) of the ESIP
shall apply to the portion of the Award Opportunity that is
denominated in Stock Units in the case of any Award governed by the
ESIP. The ESIP’s per-person limitation shall be applied
taking into account the fact that Performance Periods may
overlap. Accordingly, any Award Opportunity designated for
any new Performance Period under the Program shall be limited such
that the maximum amounts earnable under such Award Opportunity,
together with the maximum amounts earnable under all other
previously authorized Performance Periods which overlap with such
new Performance Period, will not exceed the applicable per-person
limitation in effect for the first year of the new Performance
Period.
(b)
Additional Participants and Award Opportunity Designations
During a Performance Period . The provisions of
Section 4(a) notwithstanding, at any time during a
Performance Period the Committee may select a new employee or a
newly promoted employee to participate in the Program for that
Performance Period and/or designate, for any such Participant, an
Award Opportunity (or additional Award Opportunity) amount for such
Performance Period. In determining the amount of the Award
Opportunity for such Participant under this Section 4(b), the
Committee may take into account the portion of the Performance
Period already elapsed, the performance achieved during such
elapsed portion of the Performance Period, and such other
considerations as the Committee may deem relevant. The
Committee shall have no authority to grant additional Award
Opportunities under this Section 4(b) if and to the
extent that such authority would cause any Award Opportunity
granted to a Covered Employee to not qualify as
“performance-based compensation” under
Section 162(m) of the Code.
(c)
Determination of Award . As promptly as practicable
after the end of each Performance Period, the Committee shall
determine the extent to which the Performance Goal for the earning
of Award Opportunities was achieved during such Performance Period
and the resulting Award to the Participant for such Performance
Period. The Committee may adjust upward or downward the
amount of an Award, in its sole discretion, in light of such
considerations as the Committee may deem relevant (but subject to
applicable limitations of the Program, including the maximum Award
Opportunity authorized for each Participant); provided, however,
that, with respect to a Covered Employee, no upward adjustment may
be made and adjustments otherwise shall comply with applicable
requirements of Treasury Regulation 1.162-27(e) under the
Code; and provided further that, for any Performance Period
beginning in 2009 or thereafter, the Committee shall have no
discretion to adjust an Award upward or downward (non-discretionary
adjustments
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in accordance with explicit and objective terms
set forth as part of the designation of the Performance Goal under
Section 4(a) will be permitted, however). In all
cases, the Committee’s determination under this
Section 4(c) shall be made between January 1 and
March 15 following the end of a Performance Period that ends
on the last day of the Company’s fiscal year, and shall be
made within 75 days following the end of any Performance Period
ending at a date other than the last day of the Company’s
fiscal year.
(d)
Change in Control. In the event of a Change in Control
during the Performance Period, each Participant’s Award
Opportunity shall be deemed earned at the target level and settled
by delivery of cash and Shares without further restrictions or
vesting requirements, unless otherwise provided by the Committee at
the time the Award Opportunity is designated under
Section 4(a). If, upon a Change in Control, an Award
Opportunity is deemed earned at any level less than the maximum
level, Participants shall retain the opportunity to earn any
unearned portion of the Award Opportunity based on performance in
the remainder of the Performance Period. For purposes of this
Section 4(d), settlement shall occur within five business days
after the Change in Control, except that, in the case of any Award
that constitutes a deferral of compensation under Code
Section 409A, settlement shall occur within five business days
after (i) the occurrence of a “409A Change in
Control” (as defined in the applicable Plan) occurring at the
time of or following the Change in Control or (ii) upon
occurrence of the Change in Control occurring within 90 days after
the 409A Change in Control, but only if the occurrence of the
Change in Control is non-discretionary and objectively determinable
at the time of the 409A Change in Control (in this case, the
Participant shall have no influence on when during such 90-day
period the settlement shall occur). If a Change in Control
occurs but settlement of an Award that constitutes a deferral of
compensation under Code Section 409A does not occur under the
preceding sentence, such Award shall be settled at the earliest of
(i) the earliest permitted time of settlement that would have
applied if the Performance Period continued to its conclusion in
the absence of a Change in Control, (ii) occurrence of a 409A
Change in Control, or (iii) the Participant’s separation
from service, subject to the six-month delay rule in
Section 17(a)(iii)(B) of the ESIP and
Section 16(a)(iii)(B) of the 2000 Plan. In the
event that any vested Stock Unit that constitutes a deferral of
compensation under Code Section 409A cannot be settled upon a
Change in Control or immediately upon the Participant’s
separation from service after a Change in Control, the Participant
shall have the right to elect to denominate such Stock Units in
cash (based on the then Fair Market Value of Shares) both at the
time of the Change in Control and again upon separation from
service following the Change in Control. If the Participant
elects to denomin
