Employee Benefit Agreement

Exhibit 99.4


EMPLOYEE BENEFITS AGREEMENT


This EMPLOYEE BENEFITS AGREEMENT is dated as of June 30, 1998 (the "Agreement"), between COGNIZANT CORPORATION, a Delaware corporation ("Corporation") and IMS HEALTH INCORPORATED, a Delaware corporation ("IMS Health").


WHEREAS, the Board of Directors of Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $.01 per share, of Corporation (the "Corporation Common Stock") to take certain steps to reorganize Corporation's Subsidiaries (as defined herein) and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of IMS Health (the "IMS Health Common Stock"); and


WHEREAS, Corporation and IMS Health 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, Corporation and IMS Health 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
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contemplated by this Agreement and the Distribution Agreement, including, without limitation, the Conveyancing and Assumption Instruments, [the Data Services Agreements], [the Intellectual Property Agreement], the Shared Transaction Services Agreement, the Tax Allocation Agreement and the Transition Services Agreement.


"Assets" shall have the meaning set forth in Section 1.1(f) 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.


"Conveyancing and Assumption Instruments" shall mean, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement.


"Cognizant" shall mean Cognizant Corporation, a Delaware corporation.


"Corporate Staff Employees" shall mean Corporation Pre-Distribution Employees who performed administrative functions generally for the Corporation Group prior to the Effective Time and who were based at the Corporation headquarters in Westport, CT, aviation department in Purchase, NY or STS department in Allentown, PA.


"Corporation" shall mean Cognizant Corporation, a Delaware corporation.


"Corporation Committee" shall mean the Compensation and Benefits Committee of the Board of Directors of Corporation.


"Corporation Common Stock" shall have the meaning set forth in the recitals hereto.
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"Corporation Disabled Employees" shall mean all employees of the Corporation Group who are receiving benefits under the Corporation Long-Term Disability Plan as of the Effective Time, as in effect from time to time.


"Corporation Employee Stock Purchase Plan" shall mean the 1997 Cognizant Corporation Employee Stock Purchase Plan, as in effect from time to time.


"Corporation Executive Annual Incentive Plan" shall mean the Cognizant Corporation Executive Annual Incentive Plan, as in effect from time to time.


"Corporation Group" shall mean Cognizant Corporation and each Business Entity that is a Subsidiary of Corporation, except that Corporation Group shall not include Walsh International Inc. or Pharmaceutical Marketing Services Inc. or any of their respective Subsidiaries.


"Corporation Long-Term Disability Plan" shall mean The Cognizant Long Term Disability Plan or any other long-term disability plan sponsored by Corporation or any Subsidiary of Corporation prior to the Effective Time.


"Corporation LSARs" shall have the meaning set forth in Section 6.2 of this Agreement.


"Corporation Nonqualified Plans" shall have the meaning as set forth in Section 4.1 of this Agreement.


"Corporation Pension REP" shall mean the Cognizant Retirement Excess Plan, as in effect from time to time.


"Corporation Post-Distribution Employees" shall mean persons who, immediately after the Effective Time, are employed by the Corporation 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) other than IMS Health Transitional Employees.


"Corporation Pre-Distribution Employees" shall mean persons who, at any time prior to the Effective Time, were employed by the Corporation Group.


"Corporation Ratio" shall have the meaning set forth in Section 6.1(a) of this Agreement.


"Corporation Restricted Stock" shall have the meaning set forth in Section 6.3 of this Agreement.


"Corporation Retirees" shall mean persons who (i) were Corporation Pre-Distribution Employees, (ii) terminated employment from the Corporation Group prior to the Effective Time or, with respect to Corporate Staff Employees, terminated


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employment prior to or as a result of the Distribution, (iii) are not IMS Health Employees or IMS Health Transitional Employees after the Effective Time and (iv) would have been Corporation Post-Distribution Employees had they remained employed, after the Distribution, by the same employer from which they terminated employment or were Corporate Staff Employees.


"Corporation Retirement Plan" shall mean the Cognizant Retirement Plan, as in effect from time to time.


"Corporation Savings BEP" shall mean the Cognizant Corporation Savings Benefit Equalization Plan, as in effect from time to time.


"Corporation Savings Plan" shall mean the Cognizant Corporation Savings Plan, as in effect from time to time.


"Corporation Stock Option" shall have the meaning set forth in Section 6.1 of this Agreement.


"Corporation Stock Option Plans" shall mean the 1996 Key Employees' Stock Incentive Plan, the 1996 Replacement Plan for Certain Employees Holding The Dun & Bradstreet Corporation Equity-Based Awards or any other stock option plan established by the Corporation.


"Corporation SERP" shall mean the Cognizant Corporation Supplemental Executive Retirement Plan, as in effect from time to time.


"Corporation Transition Plans" shall mean The Cognizant Corporation Executive Transition Plan and The Cognizant Corporation Career Transition Plan.


"D&B" shall mean The Dun & Bradstreet Corporation, a Delaware corporation.


["Data Services Agreements" shall mean the Data Services Agreements to be entered into by Corporation and IMS Health.]


"Distribution" shall mean the distribution on the Distribution Date to holders of record of shares of Corporation Common Stock as of the Distribution Record Date of the IMS Health Common Stock owned by Corporation on the basis of one IMS Health Common Share for each outstanding share of Corporation Common Stock.


"Distribution Agreement" shall mean the Distribution Agreement between Corporation and IMS Health, dated as of June __, 1998.


"Distribution Date" shall mean June 30, 1998.


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"Distribution Record Date" shall mean such date as may be determined by Corporation's 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 June 30, 1998.


"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 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 Corporation and IMS Health.


"Employee Benefit Welfare 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, IMS Health Common Stock credited to the account of an IMS Health Employee and Corporation Common Stock credited to the account of a Corporation Post-Distribution Employee in the pooled


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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.


"Final IMS Health Retirement Plan Transfer Date" shall have the meaning set forth in Section 2.2(d) of this Agreement.


"IMS Health" shall mean IMS Health Incorporated, a Delaware corporation.


"IMS Health Committee" shall mean the Compensation and Benefits Committee of 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 or are in the waiting period to receive benefits under the Corporation Long-Term Disability Plan immediately prior to the Effective Time.


"IMS Health Employees" shall mean persons who, immediately after the Effective Time, are employed by the IMS Health 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).


"IMS Health Employee Stock Purchase Plan" shall mean the Employee Stock Purchase Plan to be adopted by IMS Health pursuant to Section 6.5.


"IMS Health Group" shall mean IMS Health and each Business Entity which is contemplated to remain or become a Subsidiary of IMS Health pursuant to the Distribution Agreement.


"IMS Health Nonqualified Plans" shall mean the nonqualified plans to be adopted by IMS Health pursuant to Section 4.2.


"IMS Health Pension REP" shall mean the IMS Health Retirement Excess Plan to be adopted by IMS Health pursuant to Section 4.2.


"IMS Health Ratio" shall have the meaning set forth in Section 6.1(b) of this Agreement.


"IMS Health Replacement Plans" shall mean the replacement plans to be adopted by IMS Health pursuant to Section 6.1(b) of this Agreement.
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"IMS Health Restricted Stock" shall have the meaning set forth in Section 6.3 of this Agreement.


"IMS Health Retirees" shall mean persons who (i) were Corporation Pre-Distribution Employees, (ii) terminated employment from the IMS Health Group prior to the Effective Time (iii) are not Corporation Post-Distribution Employees after the Effective Time and (iv) would have been IMS Health 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 Corporation Retirees.


"IMS Health Retirement Plan" shall mean the defined benefit plan to be adopted by IMS Health pursuant to Section 2.2(a) of this Agreement.


"IMS Health Retirement Plan Effective Date" shall have the meaning set forth in Section 2.2(a) of this Agreement.


"IMS Health Retirement Plan Segregation Ratio" shall equal a fraction, the numerator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the IMS Health Transferred Retirement Plan Employees under the Corporation Retirement Plan at the Effective Time, and the denominator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the Corporation Pre-Distribution Employees under the Corporation Retirement Plan at the Effective Time.


"IMS Health Savings BEP" shall mean the IMS Health Savings Benefit Equalization Plan to be adopted by IMS Health pursuant to Section 4.2.


"IMS Health Savings Plan" shall mean the defined contribution plan to be adopted by IMS Health pursuant to Section 3.2(a) of this Agreement.


"IMS Health Savings Plan Transfer Date" shall have the meaning set forth in Section 3.2(b) of this Agreement.


"IMS Health SERP" shall mean the IMS Health Supplemental Executive Retirement Plan to be adopted by IMS Health pursuant to Section 4.2.


"IMS Health Transferred Retirement Plan Employees" shall have the meaning set forth in Section 2.2(a) of this Agreement.


"IMS Health Transferred Savings Plan Employees" shall have the meaning set forth in Section 3.2(a) of this Agreement.
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"IMS Health Transitional Employees" shall mean Corporate Staff Employees who shall remain employed by the Corporation after the Effective Time for a fixed period of time but shall perform services primarily for the IMS Health Group.


"Information Statement" shall mean the Information Statement sent to the holders of shares of Corporation Common Stock in connection with the Distribution, including any amendment or supplement thereto.


"Initial IMS Health Retirement Plan Transfer Date" shall have the meaning set forth in Section 2.2(a) of this Agreement.


"Initial Transferred Assets" shall have the meaning set forth in Section 2.2(b) of this Agreement.


"Intellectual Property Agreement" shall mean the intellectual property and licensing agreement between Corporation and IMS Health.


"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, IMS Health Common Stock credited to the account of a Corporation Post-Distribution Employee and Corporation Common Stock credited to an account of an IMS Health Employee in the


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pooled stock fund of the respective savings plan in which such employee participates, pursuant to Section 3.4.


"PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor entity thereto.


"PBGC Assumptions" shall mean the actuarial assumptions set forth in 29 C.F.R. Part 2619, et seq.


"person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.


"Present Value" shall mean the single sum value of a series of future payments, determined utilizing PBGC Assumptions in effect as of the measurement date.


"Service" shall mean the Internal Revenue Service or any successor entity thereto.


"Shared Transaction Services Agreements" shall mean the Shared Transaction Services Agreements between Corporation and IMS Health.


"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).


"Tax Allocation Agreement" shall mean the Tax Allocation Agreement between Corporation and IMS Health.


"Transition Services Agreement" shall mean the Transition Services Agreement between Corporation and IMS Health.


ARTICLE II
CORPORATION RETIREMENT PLAN


SECTION 2.1. Corporation Retirement Plan. From and after the Effective Time, Corporation shall continue to sponsor the Corporation Retirement Plan. Active participation of IMS Health Transferred Retirement Plan Employees in the Corporation Retirement Plan shall cease immediately after the Effective Time. Nothing contained in this Article II shall have the effect of accelerating the degree to which any individual has a vested interest in or eligibility for the Corporation Retirement Plan or the IMS Health Retirement Plan.


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SECTION 2.2. IMS Health Retirement Plan. (a) As of the Effective Time, (herein referred to as the "IMS Health Retirement Plan Effective Date"), IMS Health shall establish the IMS Health Retirement Plan for the benefit of IMS Health Employees, IMS Disabled Employees IMS Health Retirees and IMS Health Transitional Employees who were participants in the Corporation Retirement Plan immediately prior to the Effective Time (the "IMS Health Tran ...