Exhibit (xxxvi)
NDCHEALTH
CORPORATION
AMENDED AND RESTATED 2000
LONG-TERM INCENTIVE PLAN
ARTICLE 1
PURPOSE
1.1 GENERAL. The purpose of the
NDCHealth Corporation Amended and Restated 2000 Long-Term Incentive
Plan (the “Plan”) is to promote the success, and
enhance the value, of NDCHealth Corporation (the
“Company”), by linking the personal interests of its
employees, officers and directors to those of Company stockholders
and by providing its employees, officers and directors with an
incentive for outstanding performance. The Plan is further intended
to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of employees, officers and
directors upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely
dependent. Accordingly, the Plan permits the grant of incentive
awards from time to time to selected employees, officers, and
directors.
ARTICLE 2
EFFECTIVE DATE
2.1 EFFECTIVE DATE. The Plan shall
be effective as of the date upon which it shall be approved by the
stockholders of the Company (the “Effective
Date”).
ARTICLE 3
DEFINITIONS
3.1 DEFINITIONS. When a word or
phrase appears in this Plan with the initial letter capitalized,
and the word or phrase does not commence a sentence, the word or
phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is
required by the context. The following words and phrases shall have
the following meanings:
(a) “Award” means any
Option, Stock Appreciation Right, Restricted Stock Award,
Performance Share Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock
or cash, granted to a Participant under the Plan.
(b) “Award Agreement”
means any written agreement, contract, or other instrument or
document evidencing an Award.
(c) “Board” means the
Board of Directors of the Company.
(e) “Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
(f) “Committee” means
the committee of the Board described in Article 4.
(g) “Company” means
NDCHealth Corporation, a Delaware corporation, formerly named
National Data Corporation.
(h) “Covered Employee”
means a covered employee as defined in Code Section
162(m)(3).
(i) “Disability” shall
mean any illness or other physical or mental condition of a
Participant that renders the Participant incapable of performing
his customary and usual duties for 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 Committee, is permanent and continuous in
nature. The Committee may require such medical or other evidence as
it deems necessary to judge the nature and permanency of the
Participant’s condition. Notwithstanding the above, with
respect to an Incentive Stock Option, Disability shall mean
Permanent and Total Disability as defined in Section 22(e)(3) of
the Code.
(j) “Dividend
Equivalent” means a right granted to a Participant under
Article 11.
(k) “Effective Date” has
the meaning assigned such term in Section 2.1.
(l) “Fair Market Value”,
on any date, means (i) if the 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 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 Committee
determines in good faith to be reasonable.
(m) “Incentive Stock
Option” means an Option that is intended to meet the
requirements of Section 422 of the Code or any successor provision
thereto.
(n) “Non-Qualified Stock
Option” means an Option that is not an Incentive Stock
Option.
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(o) “Option” means a
right granted to a Participant under Article 7 of the Plan to
purchase Stock at a specified price during specified time periods.
An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option.
(p) “Other Stock-Based
Award” means a right, granted to a Participant under Article
12, that relates to or is valued by reference to Stock or other
Awards relating to Stock.
(q) “Parent” means a
corporation which owns or beneficially owns a majority of the
outstanding voting stock or voting power of the Company. For
Incentive Stock Options, the term shall have the same meaning as
set forth in Code Section 424(e).
(r) “Participant” means
a person who, as an employee, officer or director of the Company or
any Parent or Subsidiary, has been granted an Award under the
Plan.
(s) “Performance Share”
means a right granted to a Participant under Article 9, to receive
cash, Stock, or other Awards, the payment of which is contingent
upon achieving certain performance goals established by the
Committee.
(t) “Plan” means the
NDCHealth Corporation Amended and Restated 2000 Long-Term Incentive
Plan, as amended from time to time.
(u) “Restricted Stock
Award” means Stock granted to a Participant under Article 10
that is subject to certain restrictions and to risk of
forfeiture.
(v) “Retirement” in the
case of an employee means termination of employment with the
Company, a Parent or Subsidiary after attaining a total combination
of age and years of service of at least 70; provided, however, that
a termination of employment prior to age 60 shall not constitute
Retirement for purposes of the Plan unless the Participant shall
have given 12 months advance written notice to the Company of his
or her intent to retire, or the Company shall have expressly waived
such prior notice. “Retirement” in the case of a
non-employee director of the Company means retirement of the
director in accordance with the provisions of the Company’s
bylaws as in effect from time to time or the failure to be
re-elected or re-nominated as a director.
(w) “Stock” means the
$.125 par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant
to Article 14.
(x) “Stock Appreciation
Right” or “SAR” means a right granted to a
Participant under Article 8 to receive a payment equal to the
difference between the Fair Market Value of a share of Stock as of
the date of exercise of the SAR over the grant price of the SAR,
all as determined pursuant to Article 8.
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(y) “Subsidiary” means
any corporation, limited liability company, partnership or other
entity of which a majority of the outstanding voting stock or
voting power is beneficially owned directly or indirectly by the
Company. For Incentive Stock Options, the term shall have the
meaning set forth in Code Section 424(f).
(z) “1933 Act” means the
Securities Act of 1933, as amended from time to time.
(aa) “1934 Act” means
the Securities Exchange Act of 1934, as amended from time to
time.
ARTICLE 4
ADMINISTRATION
4.1 COMMITTEE. The Plan shall be
administered by a committee (the “Committee”) appointed
by the Board (which Committee shall consist of two or more
directors) or, at the discretion of the Board from time to time,
the Plan may be administered by the Board. It is intended that the
directors appointed to serve on the Committee shall be
“non-employee directors” (within the meaning of Rule
16b-3 promulgated under the 1934 Act) and “outside
directors” (within the meaning of Code Section 162(m) and the
regulations thereunder). However, the mere fact that a Committee
member shall fail to qualify under either of the foregoing
requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members
of the Committee shall be appointed by, and may be changed at any
time and from time to time in the discretion of, the Board. During
any time that the Board is acting as administrator of the Plan, it
shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this Section 4.1)
shall include the Board.
4.2 ACTION BY THE COMMITTEE. For
purposes of administering the Plan, the following rules of
procedure shall govern the Committee. A majority of the Committee
shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts
approved unanimously in writing by the members of the Committee in
lieu of a meeting, shall be deemed the acts of the Committee. Each
member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by
any officer or other employee of the Company or any Parent or
Subsidiary, the Company’s independent certified public
accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the
administration of the Plan. No member of the Committee shall be
liable for any action or determination made in good faith, and
members of the Committee shall be entitled to indemnification and
reimbursement from time to time for expenses incurred in defense of
such good faith action or determination.
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4.3 AUTHORITY OF COMMITTEE. The
Committee has the exclusive power, authority and discretion
to:
(a) Designate
Participants;
(b) Determine the type or types of
Awards to be granted to each Participant;
(c) Determine the number of Awards
to be granted and the number of shares of Stock to which an Award
will relate;
(d) Determine the terms and
conditions of any Award granted under the Plan, including but not
limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of
forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, based in each case on
such considerations as the Committee in its sole discretion
determines;
(e) Accelerate the vesting or lapse
of restrictions of any outstanding Award, based in each case on
such considerations as the Committee in its sole discretion
determines;
(f) Determine whether, to what
extent, and under what circumstances an Award may be settled in, or
the exercise price of an Award may be paid in, cash, Stock, other
Awards, or other property, or an Award may be canceled, forfeited,
or surrendered;
(g) Prescribe the form of each Award
Agreement, which need not be identical for each
Participant;
(h) Decide all other matters that
must be determined in connection with an Award;
(i) Establish, adopt or revise any
rules and regulations as it may deem necessary or advisable to
administer the Plan;
(j) Make all other decisions and
determinations that may be required under the Plan or as the
Committee deems necessary or advisable to administer the Plan;
and
(k) Amend the Plan or any Award
Agreement as provided herein.
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4.4. DECISIONS BINDING. The
Committee’s interpretation of the Plan, any Awards granted
under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final,
binding, and conclusive on all parties.
ARTICLE 5
SHARES SUBJECT TO THE
PLAN
5.1. NUMBER OF SHARES. Subject to
adjustment as provided in Section 14.1, the aggregate number of
shares of Stock reserved and available for Awards or which may be
used to provide a basis of measurement for or to determine the
value of an Award, such as with a SAR or Performance Share Award,
(“Available Shares”) shall be 1,000,000 shares, plus an
annual increase to be added on the last day of the Company’s
fiscal year in each year, beginning in 2000 and ending in 2004,
equal to the lesser of (i) 2,500,000 shares or (ii) the number of
shares necessary to bring the total number of Available Shares to
3.5% of the fully diluted shares outstanding on such date. Not more
than 15% of the total authorized shares may be granted as Awards of
Restricted Stock or unrestricted Stock Awards.
5.2. LAPSED AWARDS. To the extent
that an Award is canceled, terminates, expires or lapses for any
reason, any shares of Stock subject to the Award will again be
available for the grant of an Award under the Plan and shares
subject to SARs or other Awards settled in cash will be available
for the grant of an Award under the Plan.
5.3. STOCK DISTRIBUTED. Any Stock
distributed pursuant to an Award may consist, in whole or in part,
of authorized and unissued Stock, treasury Stock or Stock purchased
on the open market.
5.4. LIMITATION ON AWARDS.
Notwithstanding any provision in the Plan to the contrary (but
subject to adjustment as provided in Section 14.1), the maximum
number of shares of Stock with respect to one or more Options
and/or SARs that may be granted during any one calendar year under
the Plan to any one Participant shall be 500,000. The maximum fair
market value (measured as of the date of grant) of any Awards other
than Options and SARs that may be received by any one Participant
(less any consideration paid by the Participant for such Award)
during any one calendar year under the Plan shall be
$5,000,000.
ARTICLE 6
ELIGIBILITY
6.1. GENERAL. Awards may be granted
only to individuals who are employees, officers or directors of the
Company or a Parent or Subsidiary.
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ARTICLE 7
STOCK OPTIONS
7.1. GENERAL. The Committee is
authorized to grant Options to Participants on the following terms
and conditions:
(a) EXERCISE PRICE. The exercise
price per share of Stock under an Option shall be determined by the
Committee.
(b) TIME AND CONDITIONS OF EXERCISE.
The Committee shall determine the time or times at which an Option
may be exercised in whole or in part. The Committee also shall
determine the performance or other conditions, if any, that must be
satisfied before all or part of an Option may be exercised. The
Committee may waive any exercise provisions at any time in whole or
in part based upon factors as the Committee may determine in its
sole discretion so that the Option becomes exerciseable at an
earlier date.
(c) PAYMENT. The Committee shall
determine the methods by which the exercise price of an Option may
be paid, the form of payment, including, without limitation, cash,
shares of Stock, or other property (including “cashless
exercise” arrangements), and the methods by which shares of
Stock shall be delivered or deemed to be delivered to Participants;
provided, however, that if shares of Stock are used to pay the
exercise price of an Option, such shares must have been held by the
Participant for at least six months.
(d) EVIDENCE OF GRANT. All Options
shall be evidenced by a written Award Agreement between the Company
and the Participant. The Award Agreement shall include such
provisions, not inconsistent with the Plan, as may be specified by
the Committee.
7.2. INCENTIVE STOCK OPTIONS. The
terms of any Incentive Stock Options granted under the Plan must
comply with the following additional rules:
(a) EXERCISE PRICE. The exercise
price per share of Stock shall be set by the Committee, provided
that the exercise price for any Incentive Stock Option shall not be
less than the Fair Market Value as of the date of the
grant.
(b) EXERCISE. In no event may any
Incentive Stock Option be exercisable for more than ten years from
the date of its grant.
(c) LAPSE OF OPTION. An Incentive
Stock Option shall lapse under the earliest of the following
circumstances; provided, however, that the Committee may, prior to
the lapse of the Incentive Stock Option under the circumstances
described in paragraphs (3), (4) and (5) below, provide in writing
that the Incentive Stock Option will extend until a later date, but
if an Incentive
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Stock Option is exercised after the
dates specified in paragraphs (3), (4) and (5) below, it will
automatically become a Non-Qualified Stock Option:
(1) The Incentive Stock Option shall
lapse as of the option expiration date set forth in the Award
Agreement.
(2) The Incentive Stock Option shall
lapse ten years after it is granted, unless an earlier time is set
in the Award Agreement.
(3) If the Participant terminates
employment for any reason other than as provided in paragraph (4)
or (5) below, the Incentive Stock Option shall lapse, unless it is
previously exercised, three months after the Participant’s
termination of employment.
(4) If the Participant terminates
employment by reason of his Disability, the Incentive Stock Option
shall lapse, unless it is previously exercised, one year after the
Participant’s termination of employment.
(5) If the Participant dies while
employed, or during the three-month period described in paragraph
(3) or during the one-year period described in paragraph (4) and
before the Option otherwise lapses, the Incentive Stock Option
shall lapse one year after the Participant’s dea
