Notice of Grant of Stock Options IMS Health Incorporated and Option Agreement ID: 06-1506026 200 Nyala Farms Westport, CT 06880Ims Health Inc • March 1st, 1999 • Services-computer processing & data preparation
Effective ____________, you have been granted a Non-Qualified Stock Option to buy ______ shares of IMS Health Incorporated (the Company) stock at $_________ per share.
Exhibit 99(C) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the undersigned stockholder (the "STOCKHOLDER") of The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a...Voting Agreement • May 19th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
IMS Health Incorporated 200 Nyala Farms Westport, CT 06880Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among Cognizant Corporation ("Cognizant"), The Dun & Bradstreet Corporation ("D&B") and ACNielsen Corporation ("ACNielsen"). Cognizant has announced its intention to separate into two separate companies through a distribution (the "IMS HEALTH Distribution") to its stockholders of all of the shares of common stock of its subsidiary IMS Health Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH Distribution unless it caused the distributed entity to undertake to both D&B and ACNielsen to be jointly and severally liable for all Cognizant Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(c) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the IMS HEALTH Distributio
EXHIBIT 10.1 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of June 17, 1999 (this "Agreement"), between IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH"), and GARTNER GROUP, INC., a Delaware corporation ("Gartner"). WHEREAS, IMS...Distribution Agreement • August 16th, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
January 15, 2000Ims Health Inc • March 30th, 2001 • Services-computer processing & data preparation
TIER-I CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF IMS HEALTH INCORPORATEDIms Health Inc • March 1st, 1999 • Services-computer processing & data preparation • New York
EXHIBIT 10.46 [IMS HEALTH LOGO] Employment Agreement for James C. Malone IMS HEALTH INCORPORATED Employment Agreement for James C. MaloneEmployment Agreement • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Exhibit 99(D) VOTING AGREEMENT VOTING AGREEMENT (the "AGREEMENT"), dated as of May 16, 2000, among the undersigned stockholders (the "STOCKHOLDERS") of The TriZetto Group, Inc., a Delaware corporation ("TRIZETTO"), and IMS Health Incorporated, a...Merger Agreement • May 19th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
January 15, 2001Ims Health Inc • March 30th, 2001 • Services-computer processing & data preparation
Exhibit 10.20 RIGHTS AGREEMENT Agreement, dated as of June 15, 1998 between IMS Health Incorporated, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). The Board of Directors of the Company has...Rights Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
RECITALSLicense Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation
Exhibit 10.44 [IMS HEALTH LOGO OMITTED] Amended and Restated Employment Agreement for David M. Thomas IMS HEALTH, INC. -------------------------------- ------------------------------------------------ Amended and Restated Employment Agreement for...Employment Agreement • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
andDistribution Agreement • August 16th, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Exhibit 10.1 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH"). WHEREAS, the...Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
ARTICLE I SERVICES PROVIDEDTransition Services Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
andRights Agreement • June 23rd, 1998 • Ims Health Inc • Services-computer processing & data preparation • Delaware
RECITALSVoting Agreement • March 31st, 2000 • Ims Health Inc • Services-computer processing & data preparation • Delaware
betweenDistribution Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.2 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH")...Tax Allocation Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
AMENDMENT NO. 2 TO THE RIGHTS AGREEMENTThe Rights Agreement • November 13th, 2000 • Ims Health Inc • Services-computer processing & data preparation
ARTICLE I DEFINITIONSEmployee Benefits Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
EXHIBIT 2.8Corporate Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
RECITALSCross License Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation
ARTICLE I DEFINITIONSTax Allocation Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
GRAPHIC]Information Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • Pennsylvania
TIER-2 CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF IMS HEALTH INCORPORATEDIms Health Inc • March 21st, 2002 • Services-computer processing & data preparation • New York
Exhibit 10.12 RESTRICTED STOCK UNITS AGREEMENT UNITS RESULTING FROM PERS AWARDS UNDER THE 1998 IMS HEALTH INCORPORATED EMPLOYEES' STOCK INCENTIVE PLAN This Restricted Stock Units Agreement (the "Agreement") confirms the grant of Restricted Stock Units...Restricted Stock Units Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Exhibit 2.10 SHARED TRANSACTION SERVICES AGREEMENTShared Transaction Services Agreement • September 15th, 2000 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.1 DISTRIBUTION AGREEMENTDistribution Agreement • April 22nd, 1998 • Ims Health Inc • New York
Exhibit 10.2 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June __, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH")...Tax Allocation Agreement • June 12th, 1998 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.47 IMS HEALTH INCORPORATED Employment Agreement for Robert H. Steinfeld IMS HEALTH INCORPORATED Employment Agreement for Robert H. SteinfeldIms Health Incorporated • March 30th, 2001 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Employment Agreement for David R. Carlucci As Amended and Restated as of January 1, 2005Employment Agreement • December 22nd, 2008 • Ims Health Inc • Services-computer processing & data preparation • Delaware
THIS EMPLOYMENT AGREEMENT by and between IMS HEALTH INCORPORATED, a Delaware corporation (the “Company”), and David R. Carlucci (“Executive”), which was first effective as of October 7, 2002 (the “Effective Date”) and thereafter amended and restated effective as of December 3, 2002, January 1, 2005 and February 16, 2006 and amended effective January 1, 2005 is hereby amended and restated in its entirety effective as of January 1, 2005.
BETWEENIms Health Inc • September 15th, 2000 • Services-computer processing & data preparation
CREDIT AGREEMENT among IMS HEALTH INCORPORATED, as a Borrower and the Guarantor, IMS AG, as a Borrower, IMS JAPAN K.K., as a Borrower, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BARCLAYS BANK PLC AND ABN...Credit Agreement • August 1st, 2006 • Ims Health Inc • Services-computer processing & data preparation • New York
This CREDIT AGREEMENT, dated as of July 27, 2006, is by and among IMS HEALTH INCORPORATED, a Delaware corporation (the “Company”), IMS AG, a Swiss corporation and a subsidiary of the Company (the “Swiss Borrower”), IMS JAPAN K.K., a Japanese corporation and a wholly-owned subsidiary of the Company (the “Japanese Borrower”; and together with the Company and the Swiss Borrower, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions as may from time to time become parties to this Credit Agreement (collectively, the “Lenders”; and individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
IMS Health Incorporated 1499 Post Road Fairfield, Connecticut 06824Ims Health Inc • February 3rd, 2006 • Services-computer processing & data preparation • New York
