EMPLOYEE BENEFITS AGREEMENT
This Employee Benefits Agreement (this "Agreement") is dated as of ______
__, 2000, by and between IMS Health Incorporated, a Delaware corporation ("IMS
Health") and Synavant Inc., a Delaware corporation ("Synavant Inc.").
WHEREAS, the Board of Directors of IMS Health has determined that it is
appropriate, desirable and in the best interests of the holders of shares of
common stock, par value $0.01 per share, of IMS Health (the "IMS Health Common
Stock") to take certain steps to reorganize certain of IMS Health' Subsidiaries
(as defined herein) and businesses and then to distribute to the holders of the
IMS Health Common Stock all the outstanding shares of common stock of Synavant
Inc., par value $0.01 per share, (the "Synavant Inc. Common Stock"); and
WHEREAS, IMS Health and Synavant Inc. have determined that it is necessary
and desirable to allocate and assign responsibility for certain employee benefit
matters in respect of such entities on and after the Effective Time (as defined
herein).
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, IMS Health and Synavant Inc. agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definitions. Capitalized terms used in this Agreement shall
have the following meanings:
"ACNielsen" shall mean ACNielsen Corporation, a Delaware corporation.
"Action" shall mean any action, suit, arbitration, inquiry, proceeding or
investigation by or before any court, any governmental or other regulatory or
administrative agency, body or commission or any arbitration tribunal.
"Affiliate" shall mean, when used with respect to a specified person,
another person that controls, is controlled by, or is under common control with
the person specified. As used herein, "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such person, whether through the ownership of voting securities
or other interests, by contract or otherwise.
"Ancillary Agreements" shall mean all of the written agreements,
instruments, assignments or other written arrangements (other than this
Agreement and the Distribution Agreement) entered into in connection with the
transactions contemplated by this Agreement and the Distribution Agreement,
including, without limitation, the Conveyancing and Assumption Instruments, the
Data and Telecommunications Services Agreements, the U. S. Shared Transaction
Services Agreement, the Non-U. S. Shared Transaction Services Agreement, the Tax
Allocation Agreement, the Corporate Services Agreement, the Xponent Data License
Agreement, and the Pharbase Data License Agreement.
"Assets" shall have the meaning set forth in SECTION ___ of the
Distribution Agreement.
"Board of Directors" shall mean, when used with respect to a specified
corporation, the board of directors of the corporation so specified.
"Business Entity" shall mean any corporation, partnership, limited
liability company or other entity which may legally hold title to Assets.
"COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and the regulations promulgated thereunder, including any
successor legislation.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, including any successor legislation.
"Corporate Staff Employees" shall mean IMS Health Pre-Distribution
Employees who performed administrative functions generally for the IMS Health
Group prior to the Effective Time and who were based at the IMS Health offices
in Union Meeting, PA, Plymouth, PA, London, U.K. and Westport, CT, aviation
department in Purchase, NY or STS department in Allentown, PA.
"D&B" shall mean The Dun & Bradstreet Corporation, a Delaware corporation
"Distribution" shall mean the distribution on the Distribution Date to
holders of record of shares of IMS Health Common Stock as of the Distribution
Record Date of the Synavant Inc. Common Stock owned by IMS Health on the basis
of one Synavant Inc. Common Share for every twenty outstanding shares of IMS
Health Common Stock.
"Distribution Date" shall mean [_____ __], 2000.
"Distribution Record Date" shall mean such date as may be determined by IMS
Health' Board of Directors as the record date for the Distribution.
"Effective Time" shall mean immediately prior to the midnight, New York
time, ending the 24-hour period comprising [_____ __], 2000.
"Employee Benefit Dispute" shall include any controversy, dispute or claim
arising out of, in connection with, or in relation to the interpretation,
performance, nonperformance, validity or breach of this Agreement or otherwise
arising out of, or in any way related to this Agreement, including, without
limitation, any claim based on contract, tort, statute or constitution.
"Employee Benefit Litigation Liability" shall mean, with respect to a
Business Entity, a Liability relating to a controversy, dispute or claim arising
out of, in connection with or in relation to the interpretation, performance,
nonperformance, validity or breach of an Employee Benefit Plan of such Business
Entity or otherwise arising out of, or in any way related to such Employee
Benefit Plan, including, without limitation, any claim based on contract, tort,
statute or constitution.
"Employee Benefit Plans" shall mean, with respect to a Business Entity, all
"employee benefit plans" (within the meaning of Section 3(3) of ERISA),
"multiemployer plans" (within the meaning of Section 3(37) of ERISA),
retirement, pension, savings, profit-sharing, welfare, stock purchase, stock
option, equity-based, severance, employment, change-in-control, fringe benefit,
collective bargaining, bonus, incentive, deferred compensation, worker's
compensation and all other employee benefit plans, agreements, programs,
policies or other arrangements (including any funding mechanisms therefor),
whether or not subject to ERISA, whether formal or informal, oral or written,
legally binding or not, under which (i) any past, present or future employee of
the
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Business Entity or its Subsidiaries has a right to benefits and (ii) the
Business Entity or its Subsidiaries has any Liability.
"Employee Benefit Records" shall mean all agreements, documents, books,
records or files relating to the Employee Benefit Plans of IMS Health and
Synavant Inc..
"Employee Welfare Benefit Plans" shall mean, with respect to a Business
Entity, all Employee Benefit Plans that are "welfare plans" within the meaning
of Section 3(1) of ERISA.
"Employer Stock" shall mean, after the Distribution Date, Synavant Inc.
Common Stock credited to the account of a Synavant Inc. Employee and IMS Health
Common Stock credited to the account of an IMS Health Post-Distribution Employee
in the pooled stock fund of the respective savings plan in which such employee
participates, pursuant to Section 3.4.
"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended, and the regulations promulgated thereunder, including any successor
legislation.
"IMS Health" shall have the meaning set forth in the recitals hereto.
"IMS Health Committee" shall mean the Employee Benefits Committee appointed
by the Board of Directors of IMS Health.
"IMS Health Common Stock" shall have the meaning set forth in the recitals
hereto.
"IMS Health Disabled Employees" shall mean all employees of the IMS Health
Group who are receiving benefits under the IMS Health Long-Term Disability Plan
as of the Effective Time, as in effect from time to time.
"IMS Health Employee Stock Purchase Plan" shall mean the 1998 IMS Health
Employee Stock Purchase Plan, as in effect from time to time.
"IMS Health Executive Annual Incentive Plan" shall mean the IMS Health
Executive Annual Incentive Plan, as in effect from time to time.
"IMS Health Group" shall mean IMS Health and each Business Entity that is a
Subsidiary of IMS Health, except that IMS Health Group shall not include the
Synavant Inc. Group or any of its respective Subsidiaries.
"IMS Health Long-Term Disability Plan" shall mean the IMS Health Long Term
Disability Plan or any other long-term disability plan sponsored by IMS Health
or any Subsidiary of IMS Health prior to the Effective Time other than the
Strategic Technologies Long-Term Disability Plan.
"IMS Health Non-Employee Directors" shall mean the non-employee Directors
of IMS Health.
"IMS Health Nonqualified Plans" shall have the meaning as set forth in
Section 4.1 of this Agreement.
"IMS Health Post-Distribution Employees" shall mean persons who,
immediately after the Effective Time, are employed by the IMS Health Group
(including persons who are absent
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from work by reason of layoff or leave of absence and inactive employees treated
as such by agreement therewith).
"IMS Health Pre-Distribution Employees" shall mean persons who, at any time
prior to the Effective Time, were employed by the IMS Health Group.
"IMS Health REP" shall mean the IMS Health Retirement Excess Plan, as in
effect from time to time.
"IMS Health Restricted Stock" shall have the meaning set forth in Section
6.2(a) of this Agreement.
"IMS Health Restricted Stock Units" shall have the meaning set forth in
Section 6.2(b) of this Agreement.
"IMS Health Retirees" shall mean persons who (i) were IMS Health
Pre-Distribution Employees, (ii) terminated employment from the IMS Health Group
prior to the Effective Time or, with respect to Corporate Staff Employees,
terminated employment prior to or as a result of the Distribution, (iii) are not
Synavant Inc. Employees after the Effective Time and (iv) would have been IMS
Health Post-Distribution Employees had they remained employed, after the
Distribution, by the same employer from which they terminated employment or were
Corporate Staff Employees.
"IMS Health Retirement Plan" shall mean the IMS Health Retirement Plan, as
in effect from time to time.
"IMS Health SEP" shall mean the IMS Health Savings Equalization Plan, as in
effect from time to time.
"IMS Health Savings Plan" shall mean the IMS Health Savings Plan, as in
effect from time to time.
"IMS Health Stock Option" shall have the meaning set forth in Section 6.1
of this Agreement.
"IMS Health Stock Option Plans" shall mean the 1998 IMS Health Incorporated
Employees' Stock Incentive Plan, the 1998 IMS Health Incorporated Replacement
Plan for Certain Employees Holding Cognizant Corporation Equity-Based Awards,
the 1998 IMS Health Incorporated Replacement Plan for Certain Non-Employee
Directors Holding Cognizant Corporation Equity-Based Awards, the 1998 IMS Health
Incorporated Replacement Plan for Certain Individuals Holding Cognizant
Corporation Stock Options, the 1998 IMS Health Incorporated Stock Option Plan
for Former Employees of Pharmaceutical Marketing Services, Inc., the 1998 IMS
Health Incorporated Non-Employee Directors' Stock Incentive Plan, the 1998 IMS
Health Incorporated Non-Employee Directors' Deferred Compensation Plan, or any
other stock option plan established by IMS Health.
"IMS Health SERP" shall mean the IMS Health Supplemental Executive
Retirement Plan, as in effect from time to time.
"IMS Health Transition Plans" shall mean the Cognizant Executive Transition
Plan, the IMS Health Career Transition Plan and the IMS Health Employee
Protection Plan.
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"Information Statement" shall mean the Information Statement sent to the
holders of shares of IMS Health Common Stock in connection with the
Distribution, including any amendment or supplement thereto.
"Liabilities" shall mean any and all losses, claims, charges, debts,
demands, actions, causes of action, suits, damages, obligations, payments, costs
and expenses, sums of money, accounts, reckonings, bonds, specialties,
indemnities and similar obligations, exonerations, covenants, contracts,
controversies, agreements, promises, doings, omissions, variances, guarantees,
make whole agreements and similar obligations, and other liabilities, including
all contractual obligations, whether absolute or contingent, matured or
unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown,
whenever arising, and including those arising under any law, rule, regulation,
Action, threatened or contemplated Action (including the costs and expenses of
demands, assessments, judgments, settlements and compromises relating thereto
and attorneys' fees and any and all costs and expenses (including allocated
costs of in-house counsel and other personnel), whatsoever reasonably incurred
in investigating, preparing or defending against any such Actions or threatened
or contemplated Actions), order or consent decree of any governmental or other
regulatory or administrative agency, body or commission or any award of any
arbitrator or mediator of any kind, and those arising under any contract,
commitment or undertaking, including those arising under this Agreement, the
Distribution Agreement or any Ancillary Agreement, in each case, whether or not
recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any person.
"Nonemployer Stock" shall mean, after the Distribution Date, Synavant Inc.
Common Stock credited to the account of an IMS Health Post-Distribution Employee
and IMS Health Common Stock credited to an account of a Synavant Inc. Employee
in the pooled stock fund of the respective savings plan in which such employee
participates, pursuant to Section 3.4.
"Person" shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership or government, or any agency or
political subdivision thereof.
"Service" shall mean the U.S. Internal Revenue Service or any successor
entity thereto.
"Subsidiary" shall mean any corporation, partnership or other entity of
which another entity (i) owns, directly or indirectly, ownership interests
sufficient to elect a majority of the Board of Directors (or persons performing
similar functions) (irrespective of whether at the time any other class or
classes of ownership interests of such corporation, partnership or other entity
shall or might have such voting power upon the occurrence of any contingency) or
(ii) is a general partner or an entity performing similar functions (e.g., a
trustee).
"Synavant Inc." shall have the meaning set forth in the recitals hereto.
"Synavant Inc. Committee" shall mean the Employee Benefits Committee
appointed by the Board of Directors of Synavant Inc..
"Synavant Inc. Common Stock" shall have the meaning set forth in the
recitals hereto.
"Synavant Inc. Disabled Employees" shall mean all employees of the Synavant
Inc. Group who are receiving benefits or are in the waiting period to receive
benefits under the IMS Health Long-Term Disability Plan or the Synavant Inc.
Long-Term Disability Plan immediately prior to the Effective Time.
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"Synavant Inc. Employees" shall mean persons who, immediately after the
Effective Time, are employed by the Synavant Inc. Group (including persons who
are absent from work by reason of layoff or leave of absence and inactive
employees treated as such by agreement therewith).
"Synavant Inc. Employee Stock Purchase Plan" shall mean the Employee Stock
Purchase Plan to be adopted by Synavant Inc. pursuant to Section 6.5.
"Synavant Inc. Group" shall mean Synavant Inc. and each Business Entity
which is contemplated to remain or become a Subsidiary of Synavant Inc. pursuant
to the Distribution Agreement.
"Synavant Inc. Long-Term Disability Plan" shall mean the Synavant Inc.
Long-Term Disability Plan or any other long-term disability plan sponsored by
Synavant Inc. or any of its subsidiaries prior to the Effective Time.
"Synavant Inc. Replacement Plans" shall mean the replacement plans to be
adopted by Synavant Inc. pursuant to Section 6.1(b) of this Agreement.
"Synavant Inc. Restricted Stock" shall have the meaning set forth in
Section 6.2(a) of this Agreement.
"Synavant Inc. Restricted Stock Units" shall have the meaning set forth in
Section 6.2(b) of this Agreement.
"Synavant Inc. Retirees" shall mean persons who (i) were IMS Health
Pre-Distribution Employees, (ii) terminated employment from the Synavant Inc.
Group prior to the Effective Time (iii) are not IMS Health Post-Distribution
Employees after the Effective Time and (iv) would have been Synavant Inc.
Employees had they remained employed, after the Distribution, by the same
employer from which they terminated employment but shall not include Corporate
Staff Employees included in the definition of IMS Health Retirees.
"Synavant Inc. Retiree Medical Recipients" shall have the meaning set forth
in Section 5.1 of this Agreement.
"Synavant Inc. Savings Plan" shall mean IMS Health Strategic Technologies,
Inc. 401(k) Retirement Savings Plan to be assumed by Synavant Inc. as of the
Effective Time.
"Synavant Inc. Savings Plan Transfer Date" shall have the meaning set forth
in Section 3.2(b) of this Agreement.
"Synavant Inc. SEP" shall mean the Synavant Inc. Savings Equalization Plan
to be adopted by Synavant Inc. pursuant to Section 4.2.
"Synavant Inc. Transferred Savings Plan Employees" shall have the meaning
set forth in Section 3.2(a) of this Agreement.
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ARTICLE II
CORPORATION RETIREMENT PLAN
SECTION 2.1 IMS Health Retirement Plan. From and after the Effective Time,
IMS Health shall continue to sponsor the IMS Health Retirement Plan. Active
participation of Synavant Inc. Employees in the IMS Health Retirement Plan shall
cease immediately after the Effective Time. In the event that a partial
termination, within the meaning of Section 411(d)(3) of the Code, shall occur
with respect to the IMS Health Retirement Plan, affected Synavant Inc. Employees
shall be fully vested in their accrued benefits under the IMS Health Retirement
Plan. The IMS Health Group shall retain all Liabilities relating to the IMS
Health Retirement Plan and benefits accrued under the IMS Health Retirement Plan
by Synavant Inc. Employees as of the Effective Time shall be paid in accordance
with the terms and conditions of the IMS Health Retirement Plan.
SECTION 2.2 IMS Health shall amend Appendix B of the IMS Health Retirement
Plan as of the Effective Time to provide that for purposes of determining the
early retirement reductions applicable to the payment of the "Grandfathered
Benefit" or the "Frozen Accrued Benefit," as defined therein, to Synavant Inc.
Employees who are entitled to such benefits, such Synavant Inc. Employees, as
listed on Schedule 2.2, shall be deemed to have completed ten years of "Vesting
Service," as defined therein; subject, however, to the condition that any such
amendment shall satisfy the applicable nondiscrimination requirements of Section
401(a)(4) of the Code.
ARTICLE III
CORPORATION SAVINGS PLAN
SECTION 3.1 IMS Health Savings Plan. From and after the Effective Time, IMS
Health shall continue to sponsor the IMS Health Savings Plan for the benefit of
IMS Health Post-Distribution Employees and IMS Health Retirees and Synavant Inc.
Retirees who, prior to the Effective Time, were participants thereunder. Active
participation of Synavant Inc. Transferred Savings Plan Employees in the IMS
Health Savings Plan shall cease immediately after the Effective Time. Nothing
contained in this Article III shall have the effect of accelerating the degree
to which any individual has a vested interest in the IMS Health Savings Plan or
the Synavant Inc. Savings Plan.
SECTION 3.2 Synavant Inc. Savings Plan. (a) As of the Effective Time,
Synavant Inc. shall maintain the Synavant Inc. Savings Plan under which benefits
shall be provided for Synavant Inc. Employees and Synavant Inc. Disabled
Employees who were participants in the IMS Health Savings Plan immediately prior
to the Effective Time (the "Synavant Inc. Transferred Savings Plan Employees").
(b) Prior to the date on which the transfer of assets and liabilities
to the Synavant Inc. Savings Plan shall occur (the " Synavant Inc. Savings Plan
Transfer Date"), which date shall occur as promptly as practicable following the
Effective Time, IMS Health shall (A) cause the trustee of the IMS Health Savings
Plan to segregate, in accordance with the spinoff provisions set forth under
Section 414(l) of the Code, the assets of the IMS Health Savings Plan
representing the full account balances of Synavant Inc. Transferred Savings Plan
Employees for all periods of participation through the Effective Time
(including, as applicable, all contributions and all earnings attributable
thereto); (B) make all required filings and submissions to the appropriate
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governmental agencies; and (C) make all required amendments to the IMS Health
Savings Plan and related trust agreement necessary to provide for the
segregation and transfer of assets described in this Section 3.2.
(c) On the Synavant Inc. Savings Plan Transfer Date, IMS Health shall
cause the trustee of the IMS Health Savings Plan to transfer to the trustee of
the Synavant Inc. Savings Plan the full account balances (inclusive of loans) of
Synavant Inc. Transferred Savings Plan Employees in kind based on those
investment funds in which such account balances are then invested (including,
but not limited to, the pooled stock fund described in Section 3.4); provided,
however, that loans to Synavant Inc. Transferred Savings Plan Employees shall be
transferred in the form of notes. In consideration of the segregation and
transfer of assets described herein, the Synavant Inc. Savings Plan shall, as of
the Synavant Inc. Savings Plan Transfer Date, assume all Liabilities
attributable to such assets, whether incurred prior to or after the Effective
Time.
SECTION 3.3 Outstanding Loans. During their employment with IMS Health,
Synavant Inc. Transferred Savings Plan Employees who have outstanding loans
originally made from the IMS Health Savings Plan shall be permitted to repay
such loans by way of regular deductions from their paychecks, and, prior to the
Synavant Inc. Savings Plan Transfer Date, IMS Health or Synavant Inc. (as the
case may be) shall cause all such deductions to be forwarded to the IMS Health
Savings Plan as promptly as practicable.
SECTION 3.4 Employer Stock Fund. (a) Participants in the IMS Health Savings
Plan who, immediately prior to the Effective Time, have balances in the IMS
Health Common Stock fund shall have such balances converted, as of the Effective
Time, to the extent applicable, to units in a pooled stock fund consisting of
IMS Health Common Stock and Synavant Inc. Common Stock. The initial ratio of
stock in the pooled stock fund shall be one share of Synavant Inc. Common Stock
to every twenty shares of IMS Health Common Stock. The percentage interest of
each participant in the pooled stock fund as of the Effective Time shall equal
such participant's percentage interest in the IMS Health Common Stock fund
immediately prior to the Effective Time. The Synavant Inc. Savings Plan shall
maintain a pooled stock fund, to which the pooled stock fund assets of Synavant
Inc. Transferred Savings Plan Employees in the IMS Health Savings Plan shall be
transferred on the Synavant Inc. Savings Plan Transfer Date. Notwithstanding the
foregoing, the IMS Health Savings Plan shall transfer the units of IMS Health
Common Stock from the pooled stock fund into the IMS Health Common Stock fund
and the Synavant Inc. Savings Plan shall transfer the units of Synavant Inc.
Common Stock from the pooled stock fund into the Synavant Inc. Common Stock
fund.
(b) Within nine months after the Distribution Date, each participant
shall liquidate his or her units of Nonemployer Stock in the pooled stock fund
and invest the proceeds thereof in any other investment option available under
the applicable plan. If the participant does not liquidate such units, such
units shall be liquidated and invested in a fixed income investment option
available under the applicable plan.
(c) A participant may not acquire additional units in the pooled stock
fund from or after the Effective Time.
SECTION 3.5 Allocation of Liabilities. The Synavant Inc. Group shall assume
all Liabilities relating to the participation of Synavant Inc. Transferred
Savings Plan Employees in the IMS Health Savings Plan. The IMS Health Group
shall retain all other Liabilities relating to the IMS Health Savings Plan,
including Liabilities relating to Synavant Inc. Retirees.
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ARTICLE IV
NONQUALIFIED PLANS
SECTION 4.1 IMS Health Nonqualified Plans. From and after the Effective
Time, IMS Health shall continue to sponsor the IMS Health SERP, the IMS Health
REP and the IMS Health SEP (collectively, the "IMS Health Nonqualified Plans")
for the benefit of IMS Health Post-Distribution Employees and IMS Health
Retirees and Synavant Inc. Retirees who, prior to the Effective Time, were
participants thereunder.
SECTION 4.2 Synavant Inc. SEP. As of the Effective Time, Synavant Inc.
shall (i) adopt the Synavant Inc. SEP for the benefit of Synavant Inc. Employees
who were participants in the IMS Health SEP immediately prior to the Effective
Time and (ii) assume the Liabilities for benefits under the IMS Health SEP with
respect to such Employees.
SECTION 4.3 Joint and Several Liability. IMS Health and Synavant Inc.
acknowledge joint and several liability under the Employee Benefits Agreement
dated as of October 28, 1996 among D&B, Cognizant Corporation and ACNielsen with
respect to certain nonqualified plans maintained by D&B prior to such date and
the Employee Benefits Agreement dated as of June 30, 1998 between Cognizant
Corporation and IMS Health with respect to certain nonqualified retirement plans
maintained by Cognizant Corporation prior to such date. To the extent such joint
and several liability is imposed on IMS Health in respect of a liability assumed
by Synavant Inc. under this Agreement, IMS Health shall be entitled to
contribution from Synavant Inc. for the amount of such liability imposed. To the
extent joint and several liability is imposed on Synavant Inc. in respect of a
liability assumed by IMS Health under this Agreement, Synavant Inc. shall be
entitled to contribution from IMS Health for the amount of such liability
imposed.
ARTICLE V
WELFARE PLANS
SECTION 5.1 Employee Welfare Benefit Plans. Prior to the Effective Time,
IMS Health shall continue to sponsor its Employee Welfare Benefit Plans for the
benefit of IMS Health Pre-Distribution Employees. From and after the Effective
Time, IMS Health shall sponsor its Employee Welfare Benefit Plans for the
benefit of IMS Health Post-Distribution Employees, IMS Health Disabled
Employees, IMS Health Retirees and Synavant Inc. Retirees who, prior to the
Effective Time, were receiving benefits under the IMS Health retiree medical
plan (the "Synavant Inc. Retiree Medical Recipients"). From and after the
Effective Time, Synavant Inc. shall sponsor its Employee Welfare Benefit Plans
for the benefit of Synavant Inc. Employees, Synavant Inc. Disabled Employees and
Synavant Inc. Retirees other than Synavant Inc. Retiree Medical Recipients.
Notwithstanding the foregoing, neither IMS Health nor Synavant Inc. shall have
any obligation to sponsor any Employee Welfare Benefit Plan from or after the
Effective Time.
SECTION 5.2 Dollar Limits. With respect to any medical and dental plan that
may be sponsored by Synavant Inc. after the Effective Time, Synavant Inc. shall
give effect, in determining any deductible, maximum out-of-pocket limitations
and annual plan maximums, to claims incurred during 2000 prior to the Effective
Time by Synavant Inc. Employees, Synavant Inc. Retirees other than Synavant Inc.
Retiree Medical Recipients and Synavant Inc. Disabled Employees under similar
plans maintained by IMS Health (or any Affiliate thereof) for their benefit
immediately prior to the Effective Time.
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SECTION 5.3 Flexible Spending Accounts. As of the Effective Time, Synavant
Inc. shall adopt a Code Section 125 plan and medical and dependent care expense
reimbursement plans and establish flexible spending accounts for all Synavant
Inc. Employees, Synavant Inc. COBRA participants and Synavant Inc. Disabled
Employees for whose benefit IMS Health (or any Affiliate thereof) maintained
flexible spending accounts immediately prior to the Effective Time. Synavant
Inc. shall credit to such flexible spending accounts dollar amounts equal to the
outstanding flexible spending accounts balances of such Synavant Inc. Employees,
Synavant Inc. COBRA participants and Synavant Inc. Disabled Employees under the
flexible spending accounts maintained by IMS Health (or any Affiliate thereof)
immediately prior to the Effective Time. IMS Health shall transfer to Synavant
Inc. all recordkeeping information with respect to such flexible spending
accounts for the current calendar year.
SECTION 5.4 Allocation of Liabilities. (a) The Synavant Inc. Group shall
retain responsibility for and continue to pay all claims and administrative
expenses relating to any self-insured medical plan maintained by IMS Health (or
any Affiliate thereof) with respect to claims incurred prior to the Effective
Time, but which are paid after the Effective Time, by Synavant Inc. Employees,
Synavant Inc. Disabled Employees, Synavant Inc. COBRA participants and Synavant
Inc. Retirees other than Synavant Inc. Retiree Medical Recipients as well as
their covered dependents. Any claims and administrative expenses relating to the
IMS Health self-insured medical plan with respect to claims incurred prior to
the Effective Time, but which are paid after the Effective Time, by IMS Health
Pre-Distribution Employees who are not Synavant Inc. Employees will remain the
responsibility of The IMS Health Group.
(b) The IMS Health Group shall retain responsibility for and continue
to pay all premiums, expenses and benefits relating to the IMS Health Employee
Welfare Benefit Plans with respect to claims incurred (for self-insured plans)
or premiums due (for insured plans) from and after the Effective Time by IMS
Health Post-Distribution Employees, IMS Health Disabled Employees, IMS Health
COBRA participants, IMS Health Retirees and Synavant Inc. Retiree Medical
Recipients as well as their covered dependents.
(c) The Synavant Inc. Group shall retain responsibility for and
continue to pay all premiums, expenses and benefits relating to the Synavant
Inc. Group Employee Welfare Benefit Plans with respect to claims incurred (for
self-insured plans) or premiums due (for insured plans) from and after the
Effective Time by Synavant Inc. Employees, Synavant Inc. Disabled Employees,
Synavant Inc. COBRA participants and Synavant Inc. Retirees other than Synavant
Inc. Retiree Medical Recipients as well as their covered dependents.
(d) For the purposes of this Section 5.4, a claim is deemed incurred
when the services that are the subject of the claim are performed; in the case
of life insurance, when the death occurs; in the case of long-term disability,
when the disability occurs; and, in the case of a hospital stay, when the
employee first enters the hospital. Notwithstanding the foregoing, claims
incurred by any employee of a pre-Distribution Subsidiary of IMS Health or their
covered dependents under any Employee Welfare Benefit Plan maintained by such
Subsidiary solely for the benefit of its employees and their dependents shall,
whether incurred prior to, on or after the Effective Time, be the sole
responsibility and liability of that Subsidiary.
(e) The IMS Health Group shall be responsible for all COBRA coverage
for any IMS Health Retiree and any Synavant Inc. Retiree Medical Recipient and
his or her covered dependents who participated in an IMS Health Employee Welfare
Benefit Plan. As of the Effective Time, the Synavant Inc. Group shall be
responsible for all COBRA coverage for any Synavant Inc. Retiree other than an
Synavant Inc. Retiree Medical Recipient and his or her
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covered dependents who participated in an IMS Health Employee Welfare Benefit
Plan. Notwithstanding the foregoing, a pre-Distribution Subsidiary of IMS Health
shall be responsible for all COBRA coverage for its former employees and covered
dependents who participated in a plan maintained solely for their benefit
whether the applicable event occurs prior to, on or after the Effective Time.
COBRA coverage to which an IMS Health Post-Distribution Employee or his or her
covered dependents is entitled as a result of a qualifying event occurring at or
after the Effective Time shall be the responsibility of the IMS Health Group.
COBRA coverage to which a Synavant Inc. Employee or his or her covered
dependents is entitled as a result of a qualifying event occurring at or after
the Effective Time shall be the responsibility of the Synavant Inc. Group.
SECTION 5.5 Allocation of the IMS Health's Self-Insured Medical Plan
Reserve for Claims Incurred But Not Yet Reported ("IBNR"). The IBNR reserve of
$952,000 will be allocated between the IMS Health Group and Synavant Inc. based
on the following methodology:
The IBNR reserve will be divided based on the average number of IMS Health
Pre-Distribution Employees enrolled in the three months prior to the Effective
Time who were employees of the IMS Health Group (but not of the Synavant Inc.
Group) and who were employees of the Synavant Inc. Group.
SECTION 5.6 Retiree Welfare Plans. The IMS Health Group shall be
responsible for providing retiree welfare benefits, where applicable, to IMS
Health Retirees, IMS Health Post-Distribution Employees and Synavant Inc.
Retiree Medical Recipients. IN ADDITION, IMS HEALTH SHALL AMEND THE IMS HEALTH
RETIREE MEDICAL PLAN TO PROVIDE TO THOSE IMS HEALTH PRE-DISTRIBUTION EMPLOYEES
WHO WERE ELIGIBLE FOR BENEFITS UNDER SUCH RETIREE MEDICAL PLAN AS OF THE DAY
PRECEDING THE EFFECTIVE TIME AND WHO TERMINATE EMPLOYMENT WITH IMS HEALTH AND
IMMEDIATELY COMMENCE EMPLOYMENT WITH SYNAVANT INC. AS OF THE EFFECTIVE TIME, AS
LISTED ON SCHEDULE 5.6, SUCH BENEFITS AS MAY BE OFFERED UNDER SUCH RETIREE
MEDICAL PLAN, SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLAN; SUBJECT,
HOWEVER, TO THE CONDITION THAT ANY SUCH AMENDMENT SHALL SATISFY ANY APPLICABLE
NONDISCRIMINATION REQUIREMENTS OF SECTION 105(h) OF THE CODE. ANYTHING IN THIS
SECTION 5.6 TO THE CONTRARY NOTWITHSTANDING, NOTHING HEREIN SHALL BE CONSTRUED
TO PREVENT IMS HEALTH FROM AMENDING ITS RETIREE MEDICAL PLAN OR TERMINATING SUCH
PLAN PROVIDED THAT SUCH AMENDMENT OR TERMINATION IS NOT DESIGNED TO ENABLE IMS
HEALTH TO AVOID THE REQUIREMENTS OF THIS SECTION 5.6.
ARTICLE VI
EQUITY-BASED PLANS
SECTION 6.1 IMS Health Stock Options. Stock options awarded under the IMS
Health Stock Option Plans ("IMS Health Stock Options") shall be treated as
follows:
(a) IMS Health Post-Distribution Employees, IMS Health Disabled
Employees and IMS Health Non-Employee Directors. From and after the Effective
Time, each unexercised IMS Health Stock Option held by IMS Health
Post-Distribution Employees, IMS Health Disabled Employees, and IMS Health
Non-Employee Directors shall remain outstanding pursuant to the terms of the
award agreements and the IMS Health Stock Option Plans; provided , however, that
from and after such time, each unexercised IMS Health Stock Option shall be
adjusted by reference to the ratio of market prices of IMS Health Common Stock
before and after the Distribution, the objective being to maintain the then
existing intrinsic value of the IMS Health Stock Options and to maintain the
ratio of the then existing exercise price per share to the market value per
share in accordance with applicable accounting standards.
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(b) Synavant Inc. Employees and Synavant Inc. Disabled Employees. As of
the Effective Time, (i) each unexercised IMS Health Stock Option held by
Synavant Inc. Employees and Synavant Inc. Disabled Employees shall be cancelled
except as provided in Schedule 6.1(a) and (ii) such individuals shall except as
provided in Schedule 6.1(a) receive replacement stock options awarded under the
Synavant Inc. Replacement Plans, which shall be adopted by Synavant Inc. prior
to the Effective Time. The number of shares of Synavant Inc. Common Stock
covered by each replacement stock option shall be determined by reference to the
ratio of market prices of IMS Health Common Stock and Synavant Inc. Common Stock
immediately before or after the Distribution, the objective being to preserve
the then intrinsic value of the unexercised IMS Health Stock Options. The
aggregate market value of the Synavant Inc. Common Stock purchasable under the
replacement stock options awarded under the Synavant Inc. Replacement Plans
immediately after the Distribution shall be approximately equal to the aggregate
market value of the IMS Health Common Stock that was purchasable under the IMS
Health Stock Options immediately before the Distribution, with the aggregate
exercise price of the replacement stock options being the same as the IMS Health
Stock Options except to the extent that the number of shares purchasable is
rounded down to the nearest whole share. Except as otherwise provided in the
Synavant Inc. Replacement Plans, all other terms of the replacement stock
options shall remain substantially identical to the terms of the cancelled IMS
Health Stock Options.
(c) Synavant Inc. Retirees and IMS Health Retirees. As of the Effective
Time, (i) each unexercised IMS Health Stock Option held by Synavant Inc.
Retirees and IMS Health Retirees shall be adjusted in substantially the same
manner as employees of the IMS Health Group and (ii) Synavant Inc. may offer to
such Synavant Inc. Retirees and IMS Health Retirees, and the Synavant Inc.
Committee shall determine, alternative adjustments or substitutions, provided
such Retirees agree to surrender their adjusted IMS Health Stock Options.
(d) Exceptions. Certain IMS Health Stock Options described above may
not be adjusted as described above, but instead shall be subject to such
conditions as the Committee shall determine to the extent necessary to avoid
adverse tax consequences to option holders who are not U.S. residents.
SECTION 6.2 Restricted Stock and Restricted Stock Units. (a) Restricted
stock awarded under the IMS Health Stock Option Plans ("IMS Health Restricted
Stock") held by IMS Health Post-Distribution Employees and IMS Health
Non-Employee Directors will be canceled prior to the Distribution Date.
Immediately following the Distribution Date, new shares of IMS Health Restricted
Stock will be granted equal to the number of shares held prior to the
cancellation, plus an additional number of shares that provides the economic
equivalent of the Synavant Inc. restricted stock (the "Synavant Inc. Restricted
Stock") that would have been received with respect to the canceled IMS Health
Restricted Stock in connection with the Distribution, subject to rounding down
to the nearest whole number of shares. Such newly granted shares of IMS Health
Restricted Stock shall be subject to a restriction period equal to the
restriction period remaining with respect to the canceled IMS Health Restricted
Stock and all other terms of the newly granted IMS Health Restricted Stock shall
remain substantially identical to the terms of the canceled IMS Health
Restricted Stock. With respect to IMS Health Restricted Stock held by Synavant
Inc. Employees, such IMS Health Restricted Stock will be replaced by Synavant
Inc. Restricted Stock with reference to the ratio of the market price of IMS
Health Common Stock and Synavant Inc. Common Stock immediately before or after
the Distribution so that the aggregate market value of the Synavant Inc.
Restricted Stock immediately after the Distribution will equal the aggregate
market value of the IMS Health Restricted Stock immediately before the
Distribution, subject to rounding down to the nearest whole number of
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shares. Except as otherwise provided in the Synavant Inc. Replacement Plans, all
other terms of the replacement Synavant Inc. Restricted Stock shall remain
substantially identical to the terms of the replaced IMS Health Restricted
Stock.
(b) Restricted stock units awarded under the IMS Health Stock Option
Plans ("IMS Health Restricted Stock Units") and restricted stock units received
as a result of the Distribution ("Synavant Inc. Restricted Stock Units") will be
adjusted or converted so that, after the Distribution, IMS Health Post
Distribution Employees will hold awards that relate solely to IMS Health Common
Stock and Synavant Inc. Employees will hold awards that relate solely to
Synavant Inc. Common Stock. With respect to IMS Health Post Distribution
Employees, such adjustment or conversion will be done such that the award
immediately after the Distribution will have the same aggregate market value as
the award immediately before the Distribution, subject to rounding down to the
nearest whole number of stock units. With respect to Synavant Inc. Employees,
such awards will be replaced with reference to the ratio of the market price of
IMS Health Common Stock and Synavant Inc. Common Stock immediately before or
after the Distribution so that the aggregate market value of the Synavant Inc.
Restricted Stock Units immediately after the Distribution will equal the
aggregate market value of the IMS Health Restricted Stock Units immediately
before the Distribution, subject to rounding down to the nearest whole number of
stock units. Except as otherwise provided in the Synavant Inc. Replacement
Plans, all other terms of the replacement Synavant Inc. Restricted Stock Units
shall remain substantially identical to the terms of the replaced IMS Health
Restricted Stock Units.
SECTION 6.3 Executive Annual Incentive Plan. Outstanding awards under the
IMS Health Executive Annual Incentive Plan shall be treated as determined by IMS
Health and Synavant Inc., respectively.
SECTION 6.4 IMS Health Employee Stock Purchase Plan. (a) From and after the
Effective Time, IMS Health shall continue to sponsor the IMS Health Employee
Stock Purchase Plan.
(b) As of the Effective Time, Synavant Inc. shall adopt the Synavant
Inc. Employee Stock Purchase Plan for the benefit of Synavant Inc. Employees.
SECTION 6.5 Allocation of Liabilities. The Synavant Inc. Group shall assume
all Liabilities with respect to awards granted to Synavant Inc. Employees,
Synavant Inc. Retirees and Synavant Inc. Disabled Employees pursuant to the
Synavant Inc. Replacement Option Plan. The IMS Health Group shall retain all
other Liabilities with respect to awards granted pursuant to the IMS Health
Stock Option Plans (including, but not limited to, awards granted to IMS Health
Post-Distribution Employees).
ARTICLE VII
FOREIGN EMPLOYEE BENEFIT PLANS
SECTION 7.1 Foreign Plans. (a) With respect to the Synavant Inc. Employees
listed on Schedule 7.1(a), the pension entitlement under the IMS Health (U.K.)
Pension Plan shall be determined in accordance with the Trust Deed and the Rules
of the IMS Health (U.K.) Pension Plan, as the same may be amended from time to
time.
(b) With respect to the Synavant Inc. Employees listed on Schedule
7.1(b), assets and liabilities with respect to benefits payable to such
Employees under the IMS Australian
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Pty Ltd Superannuation Plan shall be determined in accordance with the terms of
said Plan and applicable law.
(c) With respect to the Synavant Inc. Employees listed on Schedule
7.1(c), assets and liabilities with respect to retirement benefits payable to
said Employees shall be determined in accordance with the terms of any
applicable plan and applicable law.
(d) With respect to the Synavant Inc. Employees listed on Schedule
7.1(d), assets and liabilities with respect to retirement benefits payable to
said Employees shall be determined in accordance with the terms of any
applicable plan and applicable law.
(e) Except as otherwise set forth in this Section 7.1, IMS Health and
Synavant Inc. shall continue to sponsor and retain liability for any Employee
Benefit Plans maintained outside the United States for their respective
Employees.
ARTICLE VIII
OTHER EMPLOYEE BENEFIT ISSUES
SECTION 8.1 Employee Benefit Litigation Liabilities. Except as otherwise
expressly provided in this Agreement, the Synavant Inc. Group shall assume all
Employee Benefit Litigation Liabilities that are asserted by IMS Health
Pre-Distribution Employees who were employees of the Synavant Inc. Group or
Corporate Staff Employees listed on Schedule 8.1 and the IMS Health Group shall
assume all Employee Benefit Litigation Liabilities that are asserted by all
other IMS Health Pre-Distribution Employees, including all Corporate Staff
Employees other than those listed on Schedule 8.1.
SECTION 8.2 Indemnification. To the extent that any claim or litigation is
asserted against IMS Health by an IMS Health Retiree who was a Corporate Staff
Employee listed on Schedule 8.1 prior to the Distribution, IMS Health shall be
entitled to indemnification from Synavant Inc. for the amount of any liability
imposed.
SECTION 8.3 Workers' Compensation. The IMS Health Group shall retain all
Liabilities relating to workers' compensation claims that were incurred (a)
prior to the Effective Time with respect to IMS Health Pre-Distribution
Employees who were employed by the IMS Health Group (not including the Synavant
Inc. Group) and Corporate Staff Employees other than those listed on Schedule
8.1 and (b) on and after the Effective Time with respect to IMS Health
Post-Distribution Employees. The Synavant Inc. Group shall retain all
Liabilities relating to workers' compensation claims that were incurred (a)
prior to the Effective Time with respect to IMS Health Pre-Distribution
Employees who were employed by the Synavant Inc. Group and Corporate Staff
Employees listed on Schedule 8.1 and (b) on and after the Effective Time with
respect to Synavant Inc. Employees. For purposes of this paragraph, a claim is
deemed incurred when the injury that is the subject of the claim occurs.
ARTICLE IX
BENEFIT PLAN PARTICIPATION
SECTION 9.1 IMS Health Plans. All Synavant Inc. Employees shall cease
participation in all IMS Health Employee Benefit Plans as of the Effective Time.
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SECTION 9.2 Synavant Inc. Plans. (a) With respect to any newly created
Employee Benefit Plan sponsored by the Synavant Inc. Group after the Effective
Time, the Synavant Inc. Group shall cause to be recognized (to the extent
applicable) each Synavant Inc. Employee's (i) past service with the IMS Health
Group to the extent recognized under similar plans maintained by the IMS Health
Group immediately prior to the Effective Time and (ii) accrued but unused
vacation time and sick days, and (b) any Synavant Inc. Employee who participated
in an IMS Health Employee Benefit Plan immediately prior to the Effective Time
shall be entitled to immediate participation in a similar newly created Employee
Benefit Plan sponsored by the Synavant Inc. Group.
SECTION 9.3 Subsequent Employer. If, during the one-year period following
the Effective Time, an IMS Health Post-Distribution Employee or a Synavant Inc.
Employee terminates employment with his or her employer and then immediately
commences employment with the IMS Health Group or the Synavant Inc. Group, the
subsequent employer shall cause to be recognized (to the extent applicable) such
employee's past service with the IMS Health Group or the Synavant Inc. Group to
the extent recognized under similar plans maintained by the prior employer.
Notwithstanding the foregoing, no past service shall be recognized with respect
to pension accruals under the defined benefit plans of the subsequent employer.
SECTION 9.4 Right to Amend or Terminate. Except as specifically provided
herein, nothing in this Agreement shall be construed or interpreted to restrict
the IMS Health Group's or the Synavant Inc. Group's right or authority to amend
or terminate any of their Employee Benefit Plans following the Effective Time.
ARTICLE X
ACCESS TO INFORMATION
SECTION 10.1 Access to Information. ARTICLE __ of the Distribution
Agreement shall govern the rights of the IMS Health Group and the Synavant Inc.
Group with respect to access to information. The term "Records" in that Article
shall be read to include all Employee Benefit Records.
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ARTICLE XI
INDEMNIFICATION
SECTION 11.1 Indemnification. ARTICLE __ of the Distribution Agreement
shall govern the rights of the IMS Health Group and the Synavant Inc. Group with
respect to indemnification. The term "IMS Health Liabilities" in that Article
shall be read to include all Liabilities assumed or retained by the IMS Health
Group pursuant to this Agreement. The term "Synavant Inc. Liabilities" in that
Article shall be read to include all Liabilities assumed or retained by the
Synavant Inc. Group pursuant to this Agreement.
ARTICLE XII
DISPUTE RESOLUTION
SECTION 12.1 Dispute Resolution. ARTICLE __ of the Distribution Agreement
shall govern the rights of the IMS Health Group and the Synavant Inc. Group with
respect to dispute resolution. The term "Agreement Dispute" in that Article
shall be read to include all Employee Benefit Disputes.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 Complete Agreement; Construction. This Agreement, including
the Exhibits and Schedules (if any), and the Distribution Agreement shall
constitute the entire agreement between the parties with respect to the subject
matter hereof and shall supersede all previous negotiations, commitments and
writings with respect to such subject matter. In the event of any inconsistency
between this Agreement and any Schedule hereto, the Schedule shall prevail.
Other than SECTIONS __ AND __ AND ARTICLE __ of the Distribution Agreement,
which shall prevail over any inconsistent or conflicting provisions in this
Agreement, notwithstanding any other provisions in this Agreement to the
contrary, in the event and to the extent that there shall be a conflict between
the provisions of this Agreement and the provisions of the Distribution
Agreement, this Agreement shall control.
SECTION 13.2 Ancillary Agreements. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the Ancillary Agreements.
SECTION 13.3 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
SECTION 13.4 Survival of Agreements. Except as otherwise contemplated by
this Agreement, all covenants and agreements of the parties contained in this
Agreement shall survive the Distribution Date.
SECTION 13.5 Expenses. Except as otherwise set forth in this Agreement, the
Distribution Agreement or any Ancillary Agreement, all costs and expenses
incurred and for which invoices have been submitted on or prior to the Effective
Time (whether or not paid on or prior to the Distribution Date) in connection
with the preparation, execution, delivery and implementation of this Agreement,
the Distribution Agreement, any Ancillary Agreement, the
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Information Statement (including any registration statement on Form 10 of which
such Information Statement may be a part) and the Distribution and the
consummation of the transactions contemplated thereby shall be charged to and
paid by IMS Health. Except as otherwise set forth in this Agreement, the
Distribution Agreement or any Ancillary Agreement, all costs and expenses
incurred or for which invoices are submitted after the Effective Time shall be
charged to and paid by Synavant Inc. Any amount or expense to be paid or
reimbursed by any party hereto to any other party hereto shall be so paid or
reimbursed promptly after the existence and amount of such obligation is
determined and demand therefor is paid.
SECTION 13.6 Notices. All notices and other communications hereunder shall
be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:
To IMS Health Incorporated:
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Attn: General Counsel
To Synavant Inc.:
------------------
ATLANTA, GA
TELECOPY: _________
ATTN: GENERAL COUNSEL
SECTION 13.7 Waivers. The failure of any party to require strict
performance by any other party of any provision in this Agreement will not waive
or diminish that party's right to demand strict performance thereafter of that
or any other provision hereof.
SECTION 13.8 Amendments. Subject to the terms of Section 13.11 hereof, this
Agreement may not be modified or amended except by an agreement in writing
signed by each of the parties hereto.
SECTION 13.9 Assignment. This Agreement shall not be assignable, in whole
or in part, directly or indirectly, by any party hereto without the prior
written consent of the other parties hereto, and any attempt to assign any
rights or obligations arising under this Agreement without such consent shall be
void.
SECTION 13.10 Successors and Assigns. The provisions to this Agreement
shall be binding upon, inure to the benefit of and be enforceable by the parties
and their respective successors and permitted assigns.
SECTION 13.11 Termination. This Agreement (including, without limitation,
Section 4.3 and Article XI hereof) may be terminated and may be amended,
modified or abandoned at any time prior to the Distribution by and in the sole
discretion of IMS Health without the approval of the shareholders of IMS Health.
In the event of such termination, no party shall have any liability of any kind
to any other party or any other person. After the Distribution, this Agreement
may not be terminated except by an agreement in writing signed by the parties;
provided, however, that
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Section 4.8 and Article XII shall not be terminated or amended after the
Distribution in respect of the third party beneficiaries thereto without the
consent of such persons.
SECTION 13.12 Subsidiaries. Each of the parties hereto shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Subsidiary of such party or
by any entity that is contemplated to be a Subsidiary of such party on and after
the Distribution Date.
SECTION 13.13 Third Party Beneficiaries. Except as provided in Section 4.3
and Article XI, this Agreement is solely for the benefit of the parties hereto
and their respective Subsidiaries and Affiliates and should not be deemed to
confer upon third parties any remedy, claim, liability, reimbursement, claim of
action or other right in excess of those existing without reference to this
Agreement.
SECTION 13.14 Title and Headings. Titles and headings to sections herein
are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
SECTION 13.15 Exhibits and Schedules. The Exhibits and Schedules, if any,
shall be construed with and as an integral part of this Agreement to the same
extent as if the same had been set forth verbatim herein.
SECTION 13.16 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
SECTION 13.17 Consent to Jurisdiction. Without limiting the provisions of
Article XII hereof, each of the parties irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York County,
and (b) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Each of the parties agrees to
commence any action, suit or proceeding relating hereto either in the United
States District Court for the Southern District of New York or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
reasons, in the Supreme Court of the State of New York, New York County. Each of
the parties further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party's respective address set forth
above shall be effective service of process for any action, suit or proceeding
in New York with respect to any matters to which it has submitted to
jurisdiction in this Section 13.17. Each of the parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the Supreme Court of the State of New York, New York County, or
(ii) the United States District Court for the Southern District of New York, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.
SECTION 13.18 Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the
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economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 13.19 Governmental Notices; Cooperation. Notwithstanding anything
in this Agreement to the contrary, all actions contemplated herein with respect
to Employee Benefit Plans which are to be consummated pursuant to this Agreement
shall be subject to such notices to, and/or approvals by, the Service (or any
other governmental agency or entity) as are required or deemed appropriate by
such Employee Benefit Plan's sponsor. Each of IMS Health and Synavant Inc.
agrees to use its commercially reasonable efforts to cause all such notices
and/or approvals to be filed or obtained, as the case may be. Each party hereto
shall reasonably cooperate with the other parties with respect to any government
filings, employee notices or any other actions reasonably necessary to maintain
and implement the Employee Benefit Plans covered by this Agreement.
SECTION 13.20 Further Assurances. From time to time, as and when reasonably
requested by any other party hereto, each party hereto shall execute and
deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary or desirable to effect
the purposes of this Agreement and the transactions contemplated hereunder.
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IN WITNESS WHEREOF, the parties have duly executed and entered into this
Agreement, as of the date first above written.
IMS HEALTH INCORPORATED
By:_________________________
Name:
Title:
SYNAVANT INC.
By:_________________________
Name:
Title:
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