Exhibit
10.43.3
IMS HEALTH
INCORPORATED
Executive Annual Incentive
Plan
Performance Restricted Stock
Incentive Plan
Summary of 2007 Performance
Goals
And Award
Opportunities
This is a summary of the terms of authorization
of awards for 2007 under the Executive Annual Incentive Plan
(“AIP”) and the related Performance Restricted Stock
Incentive Plan (“PERS Plan”). The PERS Plan is an
established program of IMS Health Incorporated (the
“Company”) implemented under the 1998 Employees’
Stock Incentive Plan (the “ESIP”). These awards
are authorized, and the AIP and PERS Plan administered, by the
Human Resources Committee (the “Committee”). If
there is any conflict between the terms of this summary and the
AIP, PERS Plan (as implemented in resolutions of the Committee or
otherwise), ESIP, or any resolution, award agreement, or other
document having legal effect with respect to the matters summarized
herein, such other plan or document shall govern.
Part I.
2007 Performance Goal
(a)
AIP . Individuals
selected to participate in the AIP for 2007 shall earn the AIP
annual incentive award for 2007 based on the achievement of
financial performance goals and other measures of performance and
discretionary factors that may be considered by the
Committee. The AIP 2007 financial performance goals will be
weighted 50% for revenue and 50% for operating income, each
determined on a consolidated basis. In addition, if such
financial performance equals or exceeds 80% of the targeted level
of performance for each of the revenue and operating income
components of the financial performance goal, the Committee may
exercise discretion to adjust the award upward, subject to the
determinations of the Committee and in no event to result in a
payout in excess of 200% of the individual’s target payout or
in excess of the maximum individual award under the AIP. The
Committee intends to exercise this discretion as
follows:
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Progress in achieving strategic objectives: The
level of achievement of strategic objectives will be determined by
the CEO and reported to the Committee with a recommendation as to
adjustments, if any; the Committee will determine whether to adjust
the payout levels upward or downward with respect to each financial
objective by up to 10% based on achievement of strategic
objectives. With respect to the CEO, the level of achievement of
strategic objectives will be determined by the
Committee.
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Individual performance under PMP: Individual
awards will be further adjusted upward or downward in accordance
with the Annual Incentive Payout Guidelines under the Performance
Management Program (“PMP”), which assesses individual
achievement of goals and work-related skills/behaviors.
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Other discretionary adjustment: The Committee
also retains discretion to adjust awards upward or downward by 20%
based on such other factors as the Committee may deem
relevant.
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These are guidelines representing the intent of
the Committee, but the Committee retains discretion, consistent
with the terms of the Plan, to adjust any award downward and, if
any upward adjustment is authorized, to determine the basis for and
amount of such adjustment, subject to the individual maximum
specified above and the applicable award limits under the
AIP.
(b)
PERS Plan. For 2007,
each participant shall be awarded PERS (restricted stock units)
having a value equal to the AIP annual incentive earned and paid
for 2007 performance.
PERS shall vest and become non-forfeitable if
the participant remains in service until the first business day of
January, 2010, subject to the terms of the ESIP, any Employment
Agreement between the participant and the Company, and the
customary terms of the form of restricted stock units (PERS)
agreement
