IMS Health Incorporated 200 Nyala Farms Westport, CT 06880Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among Cognizant Corporation ("Cognizant"), The Dun & Bradstreet Corporation ("D&B") and ACNielsen Corporation ("ACNielsen"). Cognizant has announced its intention to separate into two separate companies through a distribution (the "IMS HEALTH Distribution") to its stockholders of all of the shares of common stock of its subsidiary IMS Health Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH Distribution unless it caused the distributed entity to undertake to both D&B and ACNielsen to be jointly and severally liable for all Cognizant Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(c) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the IMS HEALTH Distributio
TIER-I CHANGE-IN-CONTROL AGREEMENT FOR CERTAIN EXECUTIVES OF IMS HEALTH INCORPORATEDIms Health Inc • March 1st, 1999 • Services-computer processing & data preparation • New York
Exhibit 10.20 RIGHTS AGREEMENT Agreement, dated as of June 15, 1998 between IMS Health Incorporated, a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights Agent"). The Board of Directors of the Company has...Rights Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Exhibit 10.1 DISTRIBUTION AGREEMENT DISTRIBUTION AGREEMENT, dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH"). WHEREAS, the...Distribution Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
ARTICLE I SERVICES PROVIDEDTransition Services Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.2 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June 30, 1998, between COGNIZANT CORPORATION, a Delaware corporation (the "Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS HEALTH")...Tax Allocation Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
ARTICLE I DEFINITIONSEmployee Benefits Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • New York
Exhibit 10.12 RESTRICTED STOCK UNITS AGREEMENT UNITS RESULTING FROM PERS AWARDS UNDER THE 1998 IMS HEALTH INCORPORATED EMPLOYEES' STOCK INCENTIVE PLAN This Restricted Stock Units Agreement (the "Agreement") confirms the grant of Restricted Stock Units...Restricted Stock Units Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Exhibit 10.23 IMS HEALTH INCORPORATED Employment Agreement for Victoria R. Fash IMS HEALTH INCORPORATED Employment Agreement for Victoria R. FashIms Health Incorporated • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation • Delaware
Exhibit 10.11 RESTRICTED STOCK AGREEMENT UNDER THE 1998 IMS HEALTH INCORPORATED NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN This restricted stock agreement (the "Award Agreement") confirms the restricted stock award (the "Award") made on ____________...Restricted Stock Agreement • March 1st, 1999 • Ims Health Inc • Services-computer processing & data preparation
Notice of Grant of Stock Options IMS Health Incorporated and Option Agreement ID: 06-1506026 200 Nyala Farms Westport, CT 06880Ims Health Inc • March 1st, 1999 • Services-computer processing & data preparation
Effective ____________, you have been granted a Non-Qualified Stock Option to buy ______ shares of IMS Health Incorporated (the Company) stock at $_________ per share.
Exhibit 10.13 ================================================================= =============== Notice of Grant of Stock Options IMS Health Incorporated and Option Agreement ID: 06-1506026 200 Nyala Farms Westport, CT 06880Ims Health Inc • March 1st, 1999 • Services-computer processing & data preparation
Effective ____________, you have been granted a non-qualified stock option to buy ______ shares of IMS Health Incorporated (the Company) stock at $_________ per share.
