Common use of Other Undertakings Clause in Contracts

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercisesettlement, expiration, forfeiture or other termination of this Agreement or the SARs RSU issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that if the period during which Participant violates the nonprovisions of an agreement referenced in sub-competition and non-solicitation covenants in such agreement(sparagraph (i) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, above that the remedies available for breach of any non-competition or non-solicitation such covenants during such extended six-month period shall be limited to include the following: [(x) to the extent then outstanding, the forfeiture of the SARs RSUs for no consideration, and (y) to the extent the SARs RSUs have been exercised settled on or after the date that is 18 months before Participant’s cessation of Employmentemployment or other engagement, with respect to the shares of Stock Shares issued upon such exercise settlement (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercisesettlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise settlement will be deemed sales of the shares Shares acquired upon such exercisesettlement.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company.)] (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such the policy set forth in Section 8(b)(ii11(b)(ii) of this Agreement and (b) and any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law law, stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARsRSUs, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise will be deemed sales of the shares Shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS a QuintilesIMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii11(b)(ii) of this Agreement and (b) Section 20.19 of the Plan and any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that if the period during which Participant violates the nonprovisions of an agreement referenced in sub-competition and non-solicitation covenants in such agreement(sparagraph (i) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, above that the remedies available for breach of any non-competition or non-solicitation such covenants during such extended six-month period shall be limited to include the following: [(x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise will be deemed sales of the shares Shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company.)] (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such the policy set forth in Section 8(b)(ii12(b)(ii) of this Agreement and (b) and any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:. (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs Performance Shares issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs Performance Shares for no consideration, and (y) to the extent the SARs Performance Shares have been exercised settled on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise settlement (including shares of Stock withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercisesettlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise settlement will be deemed sales of the shares acquired upon such exercisesettlement.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii10(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARsPerformance Shares, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercisesettlement, expiration, forfeiture or other termination of this Agreement or the SARs issuable Performance Shares granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that if the period during which Participant violates the nonprovisions of an agreement referenced in sub-competition and non-solicitation covenants in such agreement(sparagraph (i) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, above that the remedies available for breach of any non-competition or non-solicitation such covenants during such extended six-month period shall be limited to include the following: [(x) to the extent then outstanding, the forfeiture of the SARs Performance Shares for no consideration, and (y) to the extent the SARs Performance Shares have been exercised settled on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise settlement (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercisesettlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise settlement will be deemed sales of the shares Shares acquired upon such exercisesettlement.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company.)] (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such the policy set forth in Section 8(b)(ii9(b)(ii) of this Agreement and (b) any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock the Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy policy, applicable law or stock exchange rule shall prevail. (iv) By accepting the SARsPerformance Shares, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates Affiliates and subsidiaries Subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercisesettlement, expiration, forfeiture or other termination of this Agreement or the SARs Performance Shares issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in any such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs Performance Shares for no consideration, and (y) to the extent the SARs Performance Shares have been exercised settled on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise settlement (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercisesettlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise settlement will be deemed sales of the shares Shares acquired upon such exercisesettlement.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS a QuintilesIMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii9(b)(ii) of this Agreement and (b) Section 20.19 of the Plan and any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy policy, applicable law or stock exchange rule shall prevail. (iv) By accepting the SARsPerformance Shares, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS IQVIA Company” and collectively, the “IMS IQVIA Companies”), including the confidential information of the IMS IQVIA Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS IQVIA Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS IQVIA Company, which covenants and agreements are incorporated herein by reference and shall survive any exercisesettlement, expiration, forfeiture or other termination of this Agreement or the SARs issuable Performance Shares granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS IQVIA Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month six (6)-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs Performance Shares for no consideration, and (y) to the extent the SARs Performance Shares have been exercised settled on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise settlement (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercisesettlement, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise settlement will be deemed sales of the shares Shares acquired upon such exercisesettlement.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS IQVIA Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such the policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock the Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such law, rule or policy conflict, the terms of such policy law, rule or policy, as applicable, shall prevail. (iv) By accepting the SARsPerformance Shares, the Participant consents to one or more deductions from any amounts any IMS IQVIA Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an a “IMS QuintilesIMS Company” and collectively, the “IMS QuintilesIMS Companies”), including the confidential information of the IMS QuintilesIMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS QuintilesIMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS a QuintilesIMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable Restricted Stock issued hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS QuintilesIMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs Restricted Stock for no consideration, and (y) to the extent the SARs have been exercised Restricted Stock has vested on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise that became vested (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercisevesting, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise vesting will be deemed sales of the vested shares acquired upon such exerciseof Restricted Stock.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS a QuintilesIMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii9(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARsRestricted Stock, the Participant consents to one or more deductions from any amounts any IMS QuintilesIMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:. (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable Restricted Stock issued hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, participation is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs Restricted Stock for no consideration, and (y) to the extent the SARs have been exercised Restricted Stock has vested on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise that became vested (including shares of Stock withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercisevesting, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise vesting will be deemed sales of the vested shares acquired upon such exerciseof Restricted Stock.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii9(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARsRestricted Stock, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS IQVIA Company” and collectively, the “IMS IQVIA Companies”), including the confidential information of the IMS IQVIA Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS IQVIA Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS IQVIA Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable granted hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS IQVIA Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month six (6)-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 eighteen (18) months before the Participant’s cessation of Employment, with respect to the shares of Stock Shares issued upon such exercise (including shares Shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value Fair Market Value of such shares of Stock Shares as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock Shares over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares Shares following such exercise will be deemed sales of the shares Shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS IQVIA Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such the policy set forth in Section 8(b)(ii11(b)(ii) of this Agreement and (b) any provision of applicable law law, stock exchange rule or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law or stock exchange rule or any other applicable Company policy without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock the Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and such law, rule or policy conflict, the terms of such policy law, rule or policy, as applicable, shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS IQVIA Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.