IMS Non-Employee Director Compensation Policy (as of February 16, 2006)
This document outlines the compensation policy for non-employee members of the IMS Board of Directors. Non-employee directors receive an annual retainer, additional fees for committee and lead director roles, meeting attendance fees, annual stock options, and restricted stock units. A one-time restricted stock grant is provided upon initial election. Directors may defer compensation under a non-qualified plan. Compensation elements may vest or accelerate upon certain events like death, disability, or change in control. IMS reimburses directors for meeting-related expenses and encourages share ownership among non-employee directors.
Exhibit 10.24
Compensation of Directors
Board members who are not employees of IMS receive compensation for Board service. Messrs. Thomas and Carlucci are the only IMS employees now serving on the Board. This summarizes the policy of IMS for compensation payable to non-employee Directors as in effect at February 16, 2006.
| Annual Retainer: |
| $45,000, payable in quarterly installments |
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| Committee Chairman Fees: |
| $10,000 annually, payable in quarterly installments |
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| Lead Director Fees: |
| $30,000 annually, payable in quarterly installments |
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| Attendance Fees: |
| $1,500 for each Board meeting, $1,500 for each Board committee meeting |
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| Stock Options: |
| 7,000 shares annually; these options vest and become exercisable in three equal annual installments or earlier upon termination of service by death, disability or retirement or upon termination in other circumstances as determined by the Compensation and Benefits Committee, and expire seven years after grant or earlier following termination of service |
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| Restricted Stock Units: |
| 2,250 restricted stock units annually; these units are subject to a risk of forfeiture upon termination of service and restrictions on transferability for a one-year period, subject to acceleration upon death, disability or upon termination in other circumstances as determined by the Compensation & Benefits Committee; the units are settled by delivery of shares, and until that time do not have voting rights but carry a right to payment of unrestricted dividend equivalents, payable upon settlement. |
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| Restricted Stock: |
| One-time grant of Common Stock with a value of $40,000 upon initial election as a Director; these shares are subject to a risk of forfeiture for five years but restrictions lapse upon death, disability or upon termination in other circumstances as determined by the Compensation and Benefits Committee; dividends are unrestricted. |
Directors may elect to defer all or part of their compensation under our Non-Employee Directors’ Deferred Compensation Plan, a non-qualified plan. Under this plan, the participating Directors may direct deferrals to an account to be credited as deferred cash or deferred share units.
The number of share units acquired is determined by dividing the cash amount deferred by 100% of the fair market value of the stock at the deferral date. A feature of the Plan permitting deferral of cash compensation into stock options is not available in 2006. Deferrals of restricted stock units are also permitted. Deferrals are non-forfeitable.
If there is a change in control of IMS, Directors’ stock options, restricted stock or restricted stock units generally will become vested. For this purpose, the term “change in control” has the same meaning as under the Change-in-Control Agreements, described in the Company’s proxy statement for its 2005 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 25, 2005.
Expenses for attending Board and committee meetings and fulfilling other duties as directors are reimbursed by IMS.
The Board of Directors has adopted share ownership guidelines for non-employee Directors because it believes that each non-employee Director should maintain a meaningful investment in IMS.
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