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As Of Filer Filing For·On·As Docs:Size 1/17/20 IHS Markit Ltd. 10-K 11/30/19 109:14M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.82M 2: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 69K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 34K 5: EX-10.16 Material Contract HTML 86K 6: EX-10.17 Material Contract HTML 105K 7: EX-10.18 Material Contract HTML 98K 4: EX-10.9 Material Contract HTML 52K 8: EX-21.1 Subsidiaries List HTML 75K 9: EX-23.1 Consent of Experts or Counsel HTML 30K 10: EX-24.1 Power of Attorney HTML 34K 11: EX-31.1 Certification -- §302 - SOA'02 HTML 34K 12: EX-31.2 Certification -- §302 - SOA'02 HTML 34K 13: EX-32 Certification -- §906 - SOA'02 HTML 29K 34: R1 Cover Page HTML 91K 68: R2 Consolidated Balance Sheets HTML 135K 100: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K 46: R4 Consolidated Statements of Operations HTML 108K 33: R5 Consolidated Statements of Comprehensive Income HTML 60K 67: R6 Consolidated Statements of Comprehensive Income HTML 33K (Parenthetical) 97: R7 Consolidated 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Exhibit |
1. | PURPOSE |
2. | ELIGIBILITY |
3. | RETIREMENT |
4. | RETIREMENT
BENEFITS |
(a) | Any unvested options, restricted share units and other time-based equity awards granted on or after December 12, 2019 and granted at least twelve (12) months prior to the Termination Date and held by the Eligible Employee shall fully vest. Each vested option will remain exercisable for the earlier of ninety (90)
days following the Termination Date or the expiration date of such option. |
(b) | Any unvested performance-based equity awards, other than the performance-based equity awards that are subject to an additional time-based vesting period (the “Performance and Time-Based Awards”), granted on or after December 12, 2019 and granted at least twelve (12) months prior to the Termination Date and held by the Eligible Employee shall continue to vest, based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period. |
(c) | Any
unvested Performance and Time-Based Awards granted on or after December 12, 2019 and |
5. | RELEASE AND TIMING OF BENEFITS |
6. | RESTRICTIVE COVENANTS |
7. | Whistleblower Protection; Defend Trade Secrets Act |
(a) | Nothing in this Policy or otherwise limits an Eligible Employee’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”),
any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against an Eligible Employee for any of these activities, and nothing in this Policy requires an Eligible Employee to waive any monetary award or other payment that the Eligible Employee might become entitled to from the SEC or any other Government Agency or self-regulatory organization. |
(b) | Further, nothing in
this Policy precludes an Eligible Employee from filing a charge of discrimination with the Equal Employment Opportunity Commission or a like charge or complaint with a state or |
(c) | Pursuant
to the Defend Trade Secrets Act of 2016, the parties hereto acknowledge and agree that an Eligible Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if an Eligible Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law as contemplated by the preceding sentence, the Eligible Employee may disclose the relevant trade secret to their attorney and may use such trade
secret in the ensuing court proceeding, if the Eligible Employee (X) files any document containing such trade secret under seal and (Y) does not disclose such trade secret, except pursuant to court order. |
8. | DEFINITIONS |
(a) | “Affiliated Group” means IHS Markit Ltd. and any corporation, partnership, joint venture, limited liability company or other entity in which IHS Markit Ltd. has a 50% or
greater direct or indirect interest. |
(b) | “Code” means the Internal Revenue Code of 1986, as amended. |
(c) | “Company” means IHS Markit Ltd. and any successor or assign of IHS Markit Ltd. pursuant to Section 9 hereof. |
(d) | “Original
Hire Date” means the date an individual was first hired by, or provided services to, the Company or a member of the Affiliated Group. |
(e) | “Termination Date” means the effective date of the Eligible Employee’s Retirement as described in Section 3. |
9. | SUCCESSORS AND ASSIGNS |
10. | MISCELLANEOUS |
(a) | Amendment
and Termination. The Company reserves the right to amend or terminate this Policy at any time. |
(b) | Governing Law. This Policy shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. |
(c) | Severability; Captions. In the event that any provision of this Policy is determined to be invalid or unenforceable,
in whole or in part, the remaining provisions of this Policy will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this Policy are inserted for convenience of reference, constitute no part of the Policy and will have no force or effect. |
(d) | Tax Withholding. The Company may withhold from any amounts payable under the Policy, including payment in cash or common shares upon the vesting of equity incentive awards, such federal, state or local taxes (including, but not limited to, any social security contributions) as shall be required to be withheld pursuant to any applicable
law or regulation. |
(e) | No Right to Continued Service. Nothing in the Policy shall confer upon any Eligible Employee any right to continued employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company, any member of the Affiliated Group or the Eligible |
(f) | Coordination with Certain Employment Agreements Terms. If an Eligible Employee’s employment agreement provides for certain benefits upon retirement (“Employment Agreement Retirement Benefits”), and there is a conflict between the Employment Agreement Retirement Benefits provided under the employment agreement and the benefits provided under this Policy, the terms of the employment
agreement shall govern and determine the benefits provided to the Eligible Employee upon Retirement and, for the avoidance of doubt, the Eligible Employee will not be eligible to receive the conflicting benefits provided under this Policy. |
11. | SECTION 409A |
(a) | Interpretation. The Company intends that that payments and benefits
under this Policy will either comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Policy and the benefits provided hereunder shall be interpreted to be exempt from Section 409A or in compliance therewith, as applicable. To the extent that an amount payable hereunder begins in one calendar year and ends in the next calendar year, the date of payment shall be made within the time frame provided hereunder but in the second of such calendar years. |
(b) | Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs and expenses under
the Policy, if any, shall be paid to the Eligible Employee no later than the end of the calendar year following the calendar year in which the Eligible Employee incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/17/20 | 8-K, IRANNOTICE | ||
12/12/19 | ||||
For Period end: | 11/30/19 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/24/22 IHS Markit Ltd. 10-K 11/30/21 108:13M 1/22/21 IHS Markit Ltd. 10-K 11/30/20 115:12M 1/22/21 IHS Markit Ltd. DEFM14A 1:4M Donnelley … Solutions/FA 1/22/21 IHS Markit Ltd. S-8 1/22/21 3:72K Davis Polk & … LLP 01/FA 1/22/21 S&P Global Inc. 424B3 1:3.1M Donnelley … Solutions/FA 1/20/21 S&P Global Inc. S-4/A 9:4.8M Donnelley … Solutions/FA 1/08/21 S&P Global Inc. S-4 9:3.8M Donnelley … Solutions/FA |