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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/12 S&P Global Inc. 10-K 12/31/11 98:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.27M
2: EX-10.10 Registrant's Management Severance Plan HTML 105K
3: EX-10.11 Registrant's Executive Severance Plan HTML 112K
4: EX-10.12 Registrant's Senior Executive Severance Plan HTML 112K
5: EX-10.17 Third Amendment to Employee Retirement Plan HTML 34K
Supplement
6: EX-10.21 Third Amendment to Standard & Poor's Employee HTML 29K
Retirement Plan Supplement
7: EX-10.32 Amendment to Offer Letter to Jack F. Callahan Jr. HTML 46K
8: EX-10.33 Amendment to Offer Letter to John L. Berisford HTML 45K
9: EX-10.34 Communication Regarding the Equity Enhancements HTML 39K
11: EX-21 Subsidiaries of the Registrant HTML 67K
12: EX-23 Consent of Ernst & Young LLP, Independent HTML 30K
Registered Public Accounting Firm
10: EX-12 Computation of Ratio of Earnings to Fixed Charges HTML 45K
13: EX-31.1 Certification of the Chief Executive Officer HTML 33K
Pursuant to Rule 13A-14(A)
14: EX-31.2 Certification of the Chief Financial Officer HTML 32K
Pursuant to Rule 13A-14(A)
15: EX-32 Certification of the Chief Executive Officer and HTML 28K
the Chief Financial Officer
69: R1 Document and Entity Information HTML 54K
56: R2 Consolidated Statements of Income HTML 169K
67: R3 Consolidated Balance Sheets HTML 183K
71: R4 Consolidated Balance Sheets (Parenthetical) HTML 40K
90: R5 Consolidated Statements of Cash Flows HTML 162K
58: R6 Consolidated Statements of Equity and HTML 89K
Comprehensive Income
66: R7 Accounting Policies HTML 68K
51: R8 Acquisitions, Divestitures and Other Significant HTML 72K
Events
41: R9 Goodwill and Other Intangible Assets HTML 74K
91: R10 Fair Value Measurements HTML 40K
73: R11 Taxes on Income HTML 103K
72: R12 Debt HTML 43K
78: R13 Employee Benefits HTML 227K
79: R14 Stock-Based Compensation HTML 104K
76: R15 Equity HTML 68K
80: R16 Earnings Per Share HTML 55K
68: R17 Restructuring HTML 44K
70: R18 Segment and Geographic Information HTML 106K
75: R19 Commitments and Contingencies HTML 69K
98: R20 Quarterly Financial Information (Unaudited) HTML 67K
86: R21 Valuation and Qualifying Accounts HTML 51K
62: R22 Accounting Policies (Policies) HTML 165K
74: R23 Acquisitions, Divestitures and Other Significant HTML 60K
Events (Tables)
64: R24 Goodwill and Other Intangible Assets (Tables) HTML 75K
33: R25 Taxes on Income (Tables) HTML 102K
87: R26 Debt (Tables) HTML 38K
94: R27 Employee Benefits (Tables) HTML 227K
46: R28 Stock-Based Compensation (Tables) HTML 104K
45: R29 Equity (Tables) HTML 53K
49: R30 Earnings Per Share (Tables) HTML 50K
50: R31 Restructuring (Tables) HTML 40K
52: R32 Segment and Geographic Information (Tables) HTML 105K
28: R33 Commitments and Contingencies (Tables) HTML 52K
84: R34 Quarterly Financial Information (Unaudited) HTML 64K
(Tables)
60: R35 Accounting Policies (Details) HTML 68K
63: R36 Acquisitions, Divestitures and Other Significant HTML 34K
Events (Details)
36: R37 Acquisitions, Divestitures and Other Significant HTML 77K
Events (Details 1)
97: R38 Acquisitions, Divestitures and Other Significant HTML 60K
Events (Details Textual)
22: R39 Goodwil and Other Intangible Assets (Details) HTML 47K
53: R40 Goodwill and Other Intangible Assets (Details 1) HTML 38K
89: R41 Goodwill and Other Intangible Assets (Details 2) HTML 43K
35: R42 Goodwill and Other Intangible Assets (Details HTML 36K
Textual)
44: R43 Fair Value Measurements (Details) HTML 33K
48: R44 Taxes on Income (Details) HTML 114K
57: R45 Taxes on Income (Details 1) HTML 85K
27: R46 Taxes on Income (Details 2) HTML 39K
40: R47 Taxes on Income (Details Textual) HTML 55K
24: R48 Debt (Details) HTML 69K
88: R49 Employee Benefits (Details) HTML 148K
34: R50 Employee Benefits (Details 1) HTML 73K
85: R51 Employee Benefits (Details 2) HTML 51K
37: R52 Employee Benefits (Details 3) HTML 38K
54: R53 Employee Benefits (Details 4) HTML 91K
23: R54 Employee Benefits (Details 5) HTML 74K
26: R55 Employee Benefits (Details 6) HTML 38K
47: R56 Employee Benefits (Details Textual) HTML 117K
31: R57 Stock-Based Compensation (Details) HTML 34K
92: R58 Stock-Based Compensation (Details 1) HTML 58K
59: R59 Stock-Based Compensation (Details 2) HTML 91K
77: R60 Stock-Based Compensation (Details 3) HTML 37K
39: R61 Stock Based Compensation (Details 4) HTML 71K
42: R62 Stock-Based Compensation (Details Textual) HTML 50K
83: R63 Equity (Details) HTML 125K
81: R64 Earnings Per Share (Details) HTML 109K
61: R65 Restructuring (Details) HTML 37K
82: R66 Restructuring (Detail Textual) HTML 41K
38: R67 Segment and Geographic Information (Details) HTML 79K
65: R68 Segment and Geographic Information (Details 1) HTML 43K
93: R69 Commitments and Contingencies (Details) HTML 34K
25: R70 Commitments and Contingencies (Details 1) HTML 79K
32: R71 Commitments and Contingencies (Details Textual) HTML 58K
55: R72 Quarterly Financial Information (Details) HTML 62K
30: R73 Quarterly Financial Information (Details Textual) HTML 45K
96: R74 Valuation and Qualifying Accounts (Details) HTML 38K
95: XML IDEA XML File -- Filing Summary XML 133K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.96M
16: EX-101.INS XBRL Instance -- mhp-20111231 XML 2.82M
18: EX-101.CAL XBRL Calculations -- mhp-20111231_cal XML 319K
19: EX-101.DEF XBRL Definitions -- mhp-20111231_def XML 715K
20: EX-101.LAB XBRL Labels -- mhp-20111231_lab XML 1.82M
21: EX-101.PRE XBRL Presentations -- mhp-20111231_pre XML 1.25M
17: EX-101.SCH XBRL Schema -- mhp-20111231 XSD 230K
29: ZIP XBRL Zipped Folder -- 0001193125-12-043165-xbrl Zip 226K
| Amendment to offer letter to John L. Berisford |
Exhibit 10.33
| The McGraw-Hill Companies | Harold McGraw III | 1221 Avenue of the Americas | ||
| Chairman, President and Chief Executive Officer |
212 512 6205 Tel 212 512 4502 Fax |
7 Turtle Ridge Road
Dear John:
As you know, on December 6, 2011, the Compensation and Leadership Development Committee of the Board of Directors approved an amendment to the bridge-payment provisions in The McGraw-Hill Companies, Inc.’s (the “Company”) offer letter to you of October 27, 2010. Prior to amendment, the offer letter contemplated that you would be eligible to receive a cash payment from the Company on each of April 15, 2012 and April 15, 2013, in the amount of $350,000, subject to certain conditions set forth therein. The amendment eliminates the two cash bridge payments contemplated by the offer letter and replaces the bridge payments with a one-time grant of 16,710 cash-based restricted stock units (the “RSUs”) on the terms set forth on the attached agreement. Each RSU entitles you to a cash payment equal to the value of a share of the Company’s common stock on the settlement date. The vesting payment terms applicable to the eliminated bridge payments apply to the RSUs, such that the cash-based RSUs for you will generally vest and settle in two equal installments, on April 15, 2012 and April 15, 2013, respectively, subject to your continued employment with the Company through the applicable vesting date.
If you are in agreement with this amendment, kindly sign below and return a copy of this letter to me at your earliest convenience.
| Sincerely, |
|
| Agreed: |
| /s/ John L. Berisford |
| John L. Berisford Date: |
RESTRICTED STOCK UNIT AWARD AGREEMENT
AGREEMENT made as of the 8th day of December 2011 by and between The McGraw-Hill Companies, Inc., a New York corporation (the “Company” or “The McGraw-Hill Companies”), and John L. Berisford (the “Employee”).
WHEREAS, the Board of Directors of the Company has designated the Compensation Committee of the Board (the “Committee”) to administer the 2002 Stock Incentive Plan (the “Plan”);
WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan;
WHEREAS, the management of the Company, subject to the approval of the Committee, has determined that the Employee should be granted a Restricted Stock Unit Award under the Plan for the number of shares of Common Stock $1.00 par value, of the Company (“Unit”) as specified below;
WHEREAS, the Employee is accepting the Restricted Stock Unit Award subject to the terms and conditions set forth below:
1. Grant of Award: The grant of this Restricted Stock Unit Award (the “Award”) is subject to the terms and conditions hereinafter set forth with respect to 16,710 units covered by this Award. Payment will be made in cash based on the Fair Market Value on the vesting date for the number of Units vested hereunder, with each Unit corresponding to one share of Stock, together with an amount in cash equal to the value of the Dividend Equivalents on such shares.
2. Restrictions. The restrictions on the Units covered by this Award shall lapse and such units shall vest in accordance with the following table (“Installments”) following completion of the mandatory restriction period specified for each Installment in the following table (the “Restriction Period”), provided that, for any given Installment, the Employee remains an employee of the Company during the entire Restriction Period relating to such Installment.
| Installment |
Restriction Period For Installment |
Date Installment Vests and Restrictions Lapse | ||
| 50% |
4/14/2012 | 4/15/2012 | ||
| 50% |
4/14/2013 | 4/15/2013 |
3. Distribution Following Maturity Date of Award. If the Employee remains an employee of the Company during the entire Restriction Period relating to any given Installment of the Award, the restricted units covered by such Installment shall become unrestricted and fully vested, converted into cash based on the Fair Market Value on the vesting date and shall be delivered to the Employee. Before the payments are delivered to the Employee, the Company must withhold Social Security, Federal income tax, and (where applicable) state and local income taxes as well.
4. Termination of Employment During Restriction Period. Except as provided under Section 5 hereof in the event of a Change in Control, if the Employee’s employment with the Company is terminated for a) termination with Cause or b) resignation from employment by the employee (other than pursuant to an adverse change in conditions of employment as defined in the Senior Executive Severance Plan (“adverse change in employment”)) prior to the end of the Restriction Period for any given Installment of the Award, the Employee shall forfeit the right to the Unit covered by such Installment, unless the Committee, in its sole discretion, may otherwise determine. If the Employee’s employment with the Company is terminated for death,
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disability or involuntary termination of employment (other than Cause) or adverse change in employment, prior to the end of the Restriction Period for any given Installment of the Award, the award will fully vest and be paid in cash to the Employee or his estate, as the case may be.
5. Change in Control. In the event of a Change in Control, as that term is defined under Section 11 of the Plan, prior to the end of the Restriction Period for any given Installment of the Award the Units will become fully vested and converted to cash upon the consummation of the Change in Control. Any such cash payment to Employee shall be made on the earlier of (i) termination of Employee’s employment (other than for Cause or resignation) or termination by the Employee due to an adverse change in employment, and (ii) the expiration of the applicable Restriction Period.
6. Voting and Dividend Rights. Prior to the payments covered by this Award, the Employee shall not have the right to vote or to receive any dividends with respect to such shares. Notwithstanding the foregoing, dividend equivalents will be earned during the restriction periods and will be paid in cash to the Employee upon the vesting of each Installment.
7. Transfer Restrictions. This Award is nontransferable, and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.
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8. Non-Solicitation. (a) In consideration for receiving this award, if for any reason the Employee resigns from or voluntarily leaves the Company or the Company terminates the Employee’s employment for Cause, during or up to one year after any Restriction Period (the date of any such event referred to as the “Termination Date”), the Employee agrees as follows:
| (i) | Because the Employee’s solicitation of employees of The McGraw-Hill Companies under certain circumstances would necessarily involve the use or disclosure of Confidential Information, the Employee shall not, either directly or indirectly, for a period of one year after the Termination Date, recruit or solicit or participate or assist in the recruitment or solicitation of any person who at the time of the Termination Date is an employee of The McGraw-Hill Companies and who is employed in an executive, management, financial, sales, analytical, editorial, or administrative position (“The McGraw-Hill Companies Employee”), to become an employee of or independent consultant to a competitor of The McGraw-Hill Companies; |
| (ii) | To further ensure the non-disclosure or use of Confidential Information, notwithstanding any provision hereof to the contrary, the Employee shall notify any new employer of the above-stated restrictions by letter, with a copy to the Chairman and CEO of The McGraw-Hill Companies, before accepting employment therewith. The Employee acknowledges and agrees that The McGraw-Hill Companies may notify any new employer of the Employee of these provisions if The McGraw-Hill Companies does not receive the letter described in the preceding sentence after learning of the Employee’s employment or if it reasonably believes that the Employee has not complied with the terms hereof, after ten (10) days notice to the Employee. |
For purposes of the foregoing section, the term “Confidential Information” shall mean the names, addresses, requirements, compensation, prices being charged or any other confidential information concerning or relating to any of the former or existing employees, customers, or advertisers of The McGraw-Hill Companies or any secret, proprietary or confidential information concerning or relating to the business of The McGraw-Hill Companies.
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(b) The Employee agrees that nothing in this Section 8 restricts or limits in any way the provisions of or The McGraw-Hill Companies rights under Section 4 hereof.
(c) The Employee agrees that in the event of violation of this Section 8, to the extent that the Employee may have received payment of any award hereunder during the one-year period prior to the Termination Date, the Employee shall return the payments here under to the Company.
(d) In the event the provisions of this Section 8 should ever be deemed to exceed the time, geographic or any other limitations permitted by applicable laws, then such provisions shall be deemed amended to permit the maximum restrictions permitted by applicable laws.
9. Miscellaneous. The terms of this Award document (a) shall be binding upon and inure to the benefit of any successor to the Company, (b) shall be governed by the laws of the State of New York, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Employee. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Chief Executive Officer of The McGraw-Hill Companies, Inc., which directly refers to this Agreement. No other modifications to the terms of this Award document are valid under any circumstances. No contract or right of employment shall be implied by this Award document. If this Award is assumed or a new award is substituted therefore in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”)), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of this Award to be employment by the Company.
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10. Section 409A. This Award is intended to provide for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code and to meet the requirements of Section 409(a)(2), (3) and (4) of the Code, and it shall be interpreted and construed in accordance with this intent.
11. Incorporation of Plan Provisions. This Award is made pursuant to the Plan and the provisions of said Plan shall apply, except where otherwise specifically noted herein, as if the same were fully set forth herein.
| EMPLOYEE | THE MCGRAW-HILL COMPANIES, INC. | |||
| /s/ John L. Berisford | /s/ Harold McGraw III | |||
| John L. Berisford | Chairman, President & CEO | |||
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 4/15/13 | 4 | |||
| 4/15/12 | 4 | |||
| Filed on: | 2/7/12 | SC 13D/A | ||
| For Period end: | 12/31/11 | 11-K, 5, ARS, NT 11-K | ||
| 12/9/11 | ||||
| 12/6/11 | ||||
| 10/27/10 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/09/24 S&P Global Inc. 10-K 12/31/23 118:19M 2/10/23 S&P Global Inc. 10-K 12/31/22 115:22M 1/26/23 S&P Global Inc. S-4/A 1/25/23 3:639K Donnelley … Solutions/FA 1/26/23 S&P Global Inc. S-4/A 1/25/23 3:597K Donnelley … Solutions/FA 1/13/23 S&P Global Inc. S-4 11:1.1M Donnelley … Solutions/FA 1/13/23 S&P Global Inc. S-4 11:1.2M Donnelley … Solutions/FA 2/08/22 S&P Global Inc. 10-K 12/31/21 111:19M 2/09/21 S&P Global Inc. 10-K 12/31/20 111:19M 5/16/12 SEC UPLOAD¶ 9/27/17 1:36K S&P Global Inc. 4/17/12 SEC UPLOAD¶ 9/27/17 1:58K S&P Global Inc. |