EXHIBIT 10.42
January 15, 2000
Xx. Xxxxxx X. Xxxxxxxx
IMS HEALTH, Chairman and CEO
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Xxx:
AMENDED AND RESTATED FIRST AMENDMENT dated as of the 15th day of
January, 2001 to the Employment Agreement effective July 1, 1998 (as Amended and
Restated as of January 1, 2000) by and between Xxxxxx X. Xxxxxxxx (the
"Executive") and IMS Health Incorporated (the "Company") (the "Agreement").
W I T N E S S E T H:
WHEREAS, Executive and the Company entered into the Agreement; and
WHEREAS, in order to provide for an orderly transfer of authority
and to also have the benefit of the Executive's experience and knowledge for a
transitional period, the Company on November 14, 2000 entered into a First
Amendment to the Agreement (the
"First Amendment") pursuant to which, among other things, the Executive ceased
to be Chairman of the Board of the Company but became Vice Chairman and Chairman
of the Executive Committee of the Board and the Company and the Executive agreed
to various changes in the compensation provisions of the Agreement; and
WHEREAS, the Executive and the Company now wish for the Executive's
employment with the Company and membership on the Board to end; and
WHEREAS, the Executive and the Company desire to amend and restate
the First Amendment to, among other things, end that employment and membership.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in the Agreement and this
Amended and Restated First Amendment, and of other good and valuable
consideration, the adequacy and receipt of which is acknowledged, the parties
hereto hereby amend and restate the substance of the First Amendment to read in
its entirety as follows:
1. All terms used herein, except as otherwise specifically
defined herein, shall have the same meaning as in the Agreement.
2. Section 3(a) of the Agreement is amended by the addition of
the following sentence at the end thereof, to read as follows:
"Notwithstanding the foregoing, as of the date the Company appoints
a new Chairman of the Board, the Executive shall cease to be
Chairman of the Board of the Company and then, until 11:59, p.m.,
New York City time, on January 15, 2001 (the "Final Employment
Time"), at the discretion of the Board, the Executive shall serve as
Vice Chairman of the Board and Chairman of the Executive Committee
of the Board reporting to the Chairman of the Board; except that
Executive shall be treated for all
compensation and benefit purposes the same as if he still retained
his title and position of Chairman of the Board. At the Final
Employment Time, the Executive shall cease to be Vice Chairman of
the Board and Chairman of the Executive Committee of the Board (to
the extent he then holds those positions), shall cease to hold any
other position he may hold within the Company and shall resign as a
member of the Board."
3. Section 6(a) of the Agreement is amended by the addition of
the following subsections at the end thereof, to read as follows:
"(v) During the five (5) year period following the date of
Retirement, the Company shall make available to the Executive
secretarial and administrative support services.
(vi) All stock options granted under the IMS Health 1998 Employee
Stock Incentive Plan (excluding all replacement options) and
other equity grants held by the Executive shall fully vest as
of November 14, 2000, with the exception of the August 23,
2000 stock option grant which shall vest as provided in the
original grant. All options referenced in this subsection
shall be exercisable until the end of the respective option
terms provided in the original grants and the options awarded
in the August 23, 2000 grant shall be exercisable in
accordance with the terms of that grant.
(vii) The pro rata annual incentive compensation under Section 4(b)
for the fiscal year 2001 shall be based on the greater of the
actual performance incentive bonus for 1999, the targeted
performance incentive bonus for 2000, or the actual
performance incentive bonus for 2000. The Company will pay the
Executive his performance incentive bonus for fiscal year 2000
at the usual time at which bonuses for fiscal year 2000 are
paid to employees generally, and will pay the Executive his
pro rata performance bonus for fiscal year 2001 at the usual
time at which bonuses for fiscal year 2001 are paid to
employees generally."
4. As amended herein, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Amended and Restated First Amendment as of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
IMS Health Incorporated
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President and General Counsel
