Exhibit 10.11
RESTRICTED STOCK AGREEMENT
UNDER THE 1998 IMS HEALTH INCORPORATED
NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
This restricted stock agreement (the "Award Agreement") confirms the restricted
stock award (the "Award") made on ____________ by the Compensation and Benefits
Committee (the "Committee") of the Board of Directors of IMS Health Incorporated
(the "Company") to
____________________ (the "Participant")
of ________ shares of the Company's common stock, par value $0.01 per share (the
"Restricted Stock"). The Restricted Stock is awarded in accordance with and is
subject to all the terms and conditions of the 1998 IMS Health Incorporated
Non-Employee Directors' Stock Incentive Plan (the "Plan"), which Plan is
incorporated herein by reference.
Certificates issued in respect of the Restricted Stock shall be registered in
the name of the Participant and shall bear the following legend, or any other
similar legend as may be required by the Company:
"The transferability of this certificate and the shares of
stock represented hereby is subject to the terms and conditions
(including forfeiture) of the 1998 IMS Health Incorporated
Non-Employee Directors' Stock Incentive Plan and an agreement
entered into between the registered owner and IMS Health
Incorporated. Copies of such Plan and the agreement are on file
in the office of the Secretary of IMS Health Incorporated."
Except as otherwise provided in this Award Agreement and the Plan, the
Participant shall have all the rights of a shareholder of the Company with
respect to the Restricted Stock, including the right to vote the shares and
receive dividends and distributions. However, until the Restricted Stock is
released to the Participant as set forth below, the Participant may not sell,
transfer, pledge, assign or otherwise dispose of the Restricted Stock.
The stock certificates evidencing the Restricted Stock shall be held in custody
by a bank or other institution, or by the Company itself, until such shares are
forfeited in accordance with the Plan, or until the restrictions thereon shall
have lapsed as set forth below. The Participant hereby agrees as a condition to
the award of the Restricted Stock to deliver to the Company, together with this
Award Agreement, a stock power endorsed in blank relating to the Restricted
Stock covered by this Award, so that, in the event of a forfeiture of the Award,
the Restricted Stock will be transferred to the Company.
Subject to earlier forfeiture (or release) of the Restricted Stock as provided
in the Plan, all such shares will be released to the Participant free of all
restrictions and delivered to the Participant on ______________.
IN WITNESS WHEREOF, IMS Health Incorporated has caused this Award Agreement to
be executed by its officer thereunto duly authorized.
By the Company's signature below, and your acceptance of these restricted
shares, you and the Company agree that these shares are governed by the terms
and conditions of the Plan and the Plan Prospectus, all of which are attached
and made part of this document.
IMS HEALTH INCORPORATED
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
SVP, General Counsel and Secretary
