Form 10-Q IHS Markit Ltd. For: May 31

June 23, 2021 4:16 PM EDT

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EXHIBIT 10.1


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January 16, 2020
Brian Crotty
c/o IHS Markit Ltd.
2099 Gaither Road
Rockville, MD 20850


Subject: Amended and Restated Terms of Employment

Dear Brian:

This letter agreement is intended to set forth the terms of your continued employment by IHS Global Inc. (the “Company”) as Executive Vice President, Head of Global Energy and Natural Resources of IHS Markit Ltd. (IHS Markit”), an affiliate of the Company. The terms of this letter agreement are effective as of December 1, 2019 (the “Effective Date”). You are recognized as having continuous service with the Company from August 27, 1995.

1.Duties and Responsibilities. Your position reports to the person set forth on Exhibit A. Your principal work location is also set forth on Exhibit A. You will continue to devote your attention and time during working hours to the affairs and business of the Affiliated Group (as defined below) and use your best efforts to perform such duties and responsibilities as shall be reasonably assigned to you by the person set forth on Exhibit A and are consistent with your position. In addition, if requested by a member of the Affiliated Group, you agree to serve, without additional compensation, as an officer and director for any member of the Affiliated Group. For purposes of this letter agreement, the term “Affiliated Group means IHS Markit and any corporation, partnership, joint venture, limited liability company or other entity in which IHS Markit has a 50% or greater direct or indirect interest, or otherwise controls and consolidates in its consolidated financial statements. Except for those boards or committees set forth on Exhibit A, you may not serve on corporate, civic or charitable boards or committees without the prior written consent of an authorized representative of IHS Markit.

2.Compensation and Benefits. Your compensation and benefits are as set forth below and in Exhibit A.

a.Annual Base Salary: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the payroll procedures of the Company (or the member of the Affiliated Group that pays your base salary) in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for any time off pursuant to IHS Markit’s personal time off policy, as provided in
    


Section 2(d). Your base salary will be considered for upward adjustment in succeeding years as part of IHS Markit’s annual salary adjustment process.

b.Annual Cash Incentive Compensation: You are eligible to participate in IHS Markit’s annual incentive program for similarly situated executives of IHS Markit, as amended or otherwise modified from time to time by the Human Resources Committee (HR Committee”) of IHS Markit’s Board of Directors (the “Board”), on the terms set forth on Exhibit A. Except as provided in this paragraph and in Section 3, to qualify for a payment under the annual incentive program, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of payment, in accordance with the terms and conditions of such program. The annual incentive payment shall be made no later than end of February following the year for which such incentive is earned. The terms and conditions of the annual incentive program for any given performance period, including any performance measures and targets, will be approved at the discretion of the HR Committee.

c.Annual Long-Term Incentive Compensation: You are eligible to participate in IHS Markit’s annual incentive program for similarly situated executives of IHS Markit, as amended or otherwise modified from time to time by the HR Committee of the Board. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the HR Committee, as set forth in the applicable award agreement and in the IHS Markit Ltd. 2014 Equity Incentive Award Plan (or other plan under which the long-term incentive award is granted, collectively or individually, as amended from time to time, the “LTI Plan”).

d.Personal Time Off: You will be eligible for participation in the Company’s personal time off policy, as may be amended from time to time.

e.Benefit Programs: During your employment with the Company, you and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by the Company or another applicable member of the Affiliated Group, on such terms and conditions as are generally provided to similarly situated executives of IHS Markit and subject at all times to the eligibility requirements and rules of the relevant plans. These may include retirement, savings, medical, life, disability and other insurance programs, as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit the sponsor’s ability to change, modify, cancel or amend any such plans, policies and programs.

3.Termination of Employment. In the event that your employment with the Company terminates for any reason, the terms of this letter agreement will exclusively govern the terms under which you may be eligible to receive severance and/or other separation benefits from IRS Markit.

a.You may resign employment with the Company upon six (6) months prior written notice to the Company, which the Company may waive in whole or in part.

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b.If your employment is terminated by the Company for Cause (as defined below) or if you resign without Good Reason (as defined below) for reasons other than retirement, you will be entitled to receive: any earned but unpaid base salary or other amounts (including reimbursable expenses and any vested amounts or benefits owing under or in accordance with applicable employee benefit plans, policies and programs, including retirement plans and programs) accrued or owing through the Termination Date (as defined below), subject to such deductions as may be required by law (the “Accrued Benefits”) and neither the Company nor any other member of the Affiliated Group will have any further obligation to you, other than for any payments or benefits required to be made or provided under applicable law.

c.If your employment is terminated by the Company without Cause or by you for Good Reason, you will receive the following payments, benefits and terms:

i.the Accrued Benefits;

ii.severance comprised of (A) an amount equal to one times the sum of your annual base salary and target annual cash incentive opportunity, payable in twelve (12) equal monthly installments; and (B) the portion of your annual cash incentive for the fiscal year of termination that is tied to the achievement of IHS Markit’s performance objectives for such fiscal year, based on IHS Markit’s actual achievement of such performance objectives for the full fiscal year, prorated for the number of days that have elapsed during such fiscal year prior to the Termination Date, which will be paid following the close of the fiscal year of termination at such time as the annual cash incentive for such fiscal year is paid to IHS Markit’s then current senior executives, subject to such deductions as may be required by law;

iii.if you timely elect to continue your (and your eligible dependents’) medical, dental and vision coverage (if applicable) under IHS Markit’ s group health plans available to current similarly situated executives, IHS Markit will pay the employer share of premiums for a period of 12 months following the Termination Date; the employee contribution amount will be deducted from any severance you are eligible to receive. Thereafter, you may continue your coverage pursuant to COBRA on a self-pay basis provided that you remain eligible for such coverage. The forms requiring completion in order to continue coverage after your Termination Date, pursuant to COBRA, will be provided under separate cover at the appropriate time; and

iv.vesting of (A) any unvested options, restricted share units and other time-based equity awards granted to you on or after February 1, 2020 and held by you on the Termination Date, prorated for the number of days that have elapsed during the vesting period prior to the Termination Date; and (B) any unvested performance-based equity awards granted to you on or after February 1, 2020 and then held by you on the Termination Date, based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period, prorated for the number of days that have elapsed during such performance period prior to the
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Termination Date. Any vested options, or options vested pursuant to this Section 3, will remain exercisable for the earlier of one year following the Termination Date or the expiration date of such option, subject to your compliance with Section 6.

d.If your employment is terminated on account of your death or Permanent Disability (as defined below), you, or your estate in the case of your death, will receive the following payments and benefits:

i.the Accrued Benefits;

ii.if you timely elect to continue your (and your eligible dependents’) medical, dental and vision coverage (if applicable) under IHS Markit’ s group health plans available to current similarly situated executives, IHS Markit will pay the employer share of premiums for a period of 12 months following the Termination Date (applicable to your family in the event of your death). Thereafter, you may continue your coverage pursuant to COBRA on a self-pay basis provided that you remain eligible for such coverage. The forms requiring completion in order to continue coverage after your Termination Date, pursuant to COBRA, will be provided under separate cover at the appropriate time; and

iii.any unvested options, restricted share units and other time-based equity awards then held by you will fully vest, and any unvested performance-based equity awards then held by you will fully vest, based on IHS Markit’s actual achievement of the applicable performance objectives for the full performance period. Any options will remain exercisable for the earlier of one year following the date of your death or Permanent Disability or the expiration date of such option, subject to your compliance with Section 6, if applicable.

e.If there is a Change in Control (as defined in the LTI Plan) after the Effective Date of this Agreement and, within eighteen (18) months of such Change in Control, your employment is terminated by the Company without Cause or you terminate your employment for Good Reason, you will receive the following payments and benefits:

i.the Accrued Benefits;

ii.severance comprised of (A) an amount equal to two times the sum of your annual base salary and target annual cash incentive opportunity, payable in twelve (12) equal monthly installments; and (B) your target cash incentive for the fiscal year of termination prorated for the number of days that have elapsed during such fiscal year prior to the Termination Date;

iii.if you timely elect to continue your (and your eligible dependents’) medical, dental and vision coverage (if applicable) under IHS Markit’ s group health plans available to current similarly situated executives, IHS Markit will pay the employer share of premiums for a period of 24 months following the Termination Date; the employee contribution
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amount will be deducted from any severance you are eligible to receive. Thereafter, you may continue your coverage pursuant to COBRA on a self-pay basis provided that you remain eligible for such coverage. The forms requiring completion in order to continue coverage after your Termination Date, pursuant to COBRA, will be provided under separate cover at the appropriate time; and

iv.vesting of (A) any unvested options, restricted share units and other time-based equity awards granted to you on or after February 1, 2020 and then held by you (and each such option will remain exercisable for the earlier of one year following the Termination Date or the expiration date of such option, subject to your compliance with Section 6) and (B) any unvested performance-based equity awards granted to you on or after February 1, 2020 and then held by you, which shall be deemed to have the equivalent nature and share value at “target” level.

f.You will be eligible for benefits under any retirement policy, if any, then in place for similarly situated executives of the Company if your employment is terminated on account of your retirement (as defined in the applicable policy).

g.If at any time you breach your obligations under Section 6 of this letter agreement, as determined by the Board or HR Committee in good faith, from and after the date of such breach, you shall no longer be entitled to, and the Company shall no longer be obligated to pay, any payments and benefits set forth in Sections 3(c) and 3(e), as applicable (the “Termination Payments”), including the vesting, continued exercisability and settlement of the Equity Awards (as defined below), other than the Accrued Benefits. For the avoidance of doubt, nothing contained herein shall in any way limit any right or remedy otherwise available to the Company. For purposes of this letter agreement, “Equity Awards shall mean any equity awards that vest or for which the exercisability period is extended in accordance with Sections 3(c)(iv) and Section 3(e)(iv) of this letter agreement.

h.Upon the termination of your employment for any reason, you shall immediately resign, as of your Termination Date, from all positions that you then hold with any member of the Affiliated Group and any trade and other organizations in which you serve as a representative of IHS Markit. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon the Termination Date, regardless of when or whether you execute any such documentation.

i.During the term of this letter agreement, and, subject to any other business obligations that you may have, for the three year period following the Termination Date, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. Unless precluded by law and subject to Section 4(a), you agree to promptly inform the Company if you are asked to participate in any
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Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company or IHS Markit to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred. Nothing in this section is intended to force you to participate in any matter or cooperate in any manner to the extent adverse to your individual legal interests, as reasonably determined by independent counsel.

j.Definitions.

i.Cause means the occurrence of any of the following: (A) willful malfeasance, willful misconduct or gross negligence by you in connection with your duties, (B) continuing refusal by you to perform your duties under any lawful direction of the person set forth on Exhibit A after written or electronic notice of any such refusal to perform such duties or direction was given to you, (C) any willful and material breach of fiduciary duty owing to any member of the Affiliated Group by you, (D) your indictment of, or plea of guilty or nolo contendere to, a felony (or the equivalent of a felony in a jurisdiction other than the United States) or any other crime resulting in pecuniary loss or reputational harm to any member of the Affiliated Group (including theft, embezzlement or fraud) or involving moral turpitude, (E) your inability to perform the duties of your job as a result of on-duty intoxication or confirmed positive illegal drug test result, (F) your material breach of this letter agreement or any other agreement with the Company or any member of the Affiliate Group, or (G) your material breach of any policies (including sexual harassment policies) of the Company or any member of the Affiliate Group. For purposes of this provision, no act or failure to act on your part shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interest of the Company, IHS Markit or the applicable member of the Affiliated Group.

ii.Good Reason means the occurrence of any of the following: (A) the material diminution of your position (including titles, reporting relationships and compensation opportunity compared to similarly situated executives at the Company), duties or responsibilities, excluding immaterial actions not taken in bad faith; (B) the breach by the Company or other applicable member of the Affiliated Group of any of its material obligations under this letter agreement, excluding immaterial actions (or failures or action) not taken (or omitted to be taken) in bad faith; or (C) the Company’s relocation of your principal location of work by more than
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50 miles (other than any relocation recommended or consented to by you); it being understood, however, that you may be required to travel on business to other locations as may be required or desirable in connection with the performance of your duties as specified in this letter agreement. Notwithstanding the foregoing, none of the events in clauses (A) through (C) above shall constitute Good Reason for purposes of this letter agreement unless (x) you provide the Company with a written notice specifying the circumstances alleged to constitute Good Reason within 90 days after you become aware of the first occurrence of such circumstances, (y) the Company or other member of the Affiliated Group fails to cure such circumstances in all material respects within 30 days following delivery to the Company of such notice and (z) your Termination Date occurs within 30 days following the expiration of the foregoing cure period, unless another Termination Date is mutually agreed to between you and the Company, which such Termination Date shall not be later than 6 months following the date you provided written notice to the Company.

iii.Permanent Disability will be deemed to occur when it is determined (by the disability carrier of the Company or another applicable member of the Affiliated Group for the primary long-term disability plan or program applicable to you because of your employment with the Company) that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

iv.Termination Date means the effective date of your termination of employment. In the event of your death or Permanent Disability prior to the date your employment would otherwise terminate hereunder, the “Termination Date” will be the effective date of termination of your employment by reason of death or Permanent Disability.

4.Employee Protection and Defend Trade Secrets Act of 2016.

a.Nothing in this letter agreement or otherwise limits your ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the U.S. Securities and Exchange Commission (the “SEC”) or any other governmental agency or commission (Government Agency”) regarding possible legal violations, without disclosure to the Company. No member of the Affiliated Group may retaliate against you for any of these activities, and nothing in this letter agreement or otherwise requires you to waive any monetary award or other payment that you might become entitled to from the SEC or any other Government Agency.

b.Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), the Company and you acknowledge and agree that you 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
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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 you file a lawsuit for retaliation by any member of the Affiliated Group for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (A) file any document containing the trade secret under seal and (B) do not disclose the trade secret, except pursuant to court order. Nothing in this letter agreement or otherwise is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

5.Release and Timing of Payments and Benefits. Any payment or benefit that you are eligible to receive under Section 3, as applicable, other than any Accrued Benefits, will be contingent on your execution of a release in a form reasonably acceptable to IHS Markit within 45 days of the date of your separation from service and non-revocation of such release. If you fail to execute such a release, or if you revoke such a release, within such 45-day period, you will not be eligible to receive any payment or benefit under Section 3. If you execute such a release within such 45-day period and do not revoke such release, then the applicable payment shall commence on the first possible payroll following the 65th day of your separation from service and, except as otherwise set forth in Section 3, the applicable vesting benefits set forth under Section 3, shall occur on the 15th day of the month following the 65th day of your separation following the execution of such release; provided that any payments under this letter agreement that could be paid during a period that begins in one taxable year and ends in a subsequent taxable year shall be paid in the subsequent taxable year. The payments or benefits you are eligible to receive under Section 3 are in lieu of any termination payments or benefits which you might otherwise be eligible to receive under any standard severance plan, policy or program maintained by any member of the Affiliated Group or under applicable law.

6.Restrictive Covenants. During your employment by the Company (or other applicable member of the Affiliated Group), and for a period of twelve (12) months following termination of your employment, whatever the reason for such termination, you hereby agree that you will not (i) directly or indirectly, or as a shareholder, partner, employee, consultant or participant in any business entity, engage in or assist any other person or entity to engage in any business in which the Company or any member of the Affiliated Group is engaging or actively planning to engage in at the Termination Date, or (ii) solicit or attempt to entice away from IHS Markit or any member of the Affiliated Group, or otherwise interfere with the business relationship of IHS Markit or any member of the Affiliated Group with, any person who is, or was during the term of your employment an employee, or, to your knowledge, a customer of, consultant to, supplier to or other person or entity having material business relations with IHS Markit or any member of the Affiliated Group. Although you acknowledge and agree that the restrictions herein are reasonable, to the extent that any part of this Section 6 may be invalid, illegal or unenforceable for any reason, it is intended that such part shall be enforceable to the maximum extent that a court of competent jurisdiction shall determine that such part, if more limited in scope, would have been enforceable, and such part shall be deemed to have been so written and the remaining parts shall as written be effective and enforceable in all events. In the event of any conflict between the restrictive covenants in this Section 6 and those contained in any other agreement to which you are
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subject, the restrictive covenants in this Section 6 shall govern. Subject to Section 4(a), any Confidentiality and/or Innovation Agreement previously executed by you shall remain in full force and effect.

7.Confidentiality. In the ordinary course of your employment you will be exposed to information about the business of the Company, the Affiliated Group and its (or their) clients and customers, which is confidential or is commercially sensitive and which may not be readily available to competitors or the general public and which if disclosed would be liable to cause harm to the Company (or to a member of the Affiliated Group). You must not whether during or after your employment, except as expressly authorized by the Company in writing, reveal to any person, firm, or organization or otherwise make use of any such information, including Confidential Information. For purposes of this Section, Confidential Information includes but it not limited to any trade secret, information of a private, secret or confidential nature, confidential operations, processes, dealings or any information (other than that within the public domain) concerning the business finances or affairs of the Company, any member of the Affiliated Group or any of their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements; price lists or pricing structures; existing or potential projects; manner and methods of conducting business [historical, current and future]; lists of or account information regarding customers, clients or suppliers; disputes; business development and/or marketing programs and plans, including any proposals relating to the acquisition or disposal of a company or business or any part thereof or to any proposed expansion or contraction of activities, employees or officers; source codes and computer systems; software; financial plans; information and results [save to the extent that these are included in published audited accounts]; targets and statistics; designs; formulae; prototypes; research and development activities; technology; company strategy; risk models; algorithms; know-how; models; any document marked ‘Confidential’ [or with a similar expression] or any information which you have been told is confidential or which you might reasonably expect the Company would regard as confidential; or any information which has been given to the Company or a member of the Affiliated Group in confidence by suppliers or other persons) which may come to your knowledge during your employment, whether or not the same is committed to in writing.

You acknowledge and agree that the Confidential Information has been acquired, compiled, and developed by IHS Markit at its great effort and expense, and that IHS Markit is engaged in a highly competitive business and that its competitive position and commercial value depends upon its ability to maintain the confidentiality of the Confidential Information. You further acknowledge and agree that improperly disclosing, divulging, revealing or using any of the Confidential Information will be highly detrimental to IHS Markit, and that serious loss of business and damage will result.

Nothing in this letter agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing proceeding, or other proceeding before any federal, state, or local government agency (as stated in Section 4(a) above); or disclosing Confidential Information as may be required by applicable law or regulation or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosures shall not exceed the extent of disclosure required by such law, regulation or order. In the event you are served with a court order, notice, subpoena, or similar request compelling the
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disclosure of Confidential Information, you shall give prompt notice to IHS Markit so that IHS Markit may contest any such production.

8.Code of Conduct & Other Mandatory Training. As a condition of your continued employment by the Company under the terms of this letter agreement, you must read, understand and abide by all applicable compliance policies found on the IHS Markit compliance website, as updated from time to time. You must complete any required online compliance training for your position within 30 days after it becomes available. In addition, you understand that within 30 days after it becomes available, you must complete any and all additional training that the Company determines is appropriate for your position during the course of your employment. These compliance policies do not form part of your contract of employment with the Company. To the extent there is a conflict between the terms of this letter agreement and any such handbook, policy or procedure, then this letter agreement shall prevail.

9.Share Ownership Guidelines. In consideration of and as a condition of your continued employment by the Company under the terms of this letter agreement, among other things, you will be required to acquire and maintain a meaningful ownership interest, in the form of shares or share units, in IHS Markit’s common shares. The ownership levels vary by position and are equal to a multiple of your base salary as set forth under IHS Markit’s share ownership guidelines as amended or otherwise modified by the HR Committee from time to time. You will receive additional information concerning these share ownership guidelines separately.

10.Recoupment. Notwithstanding anything to the contrary in this Agreement or any equity or other compensation award agreement between the Company and you, you hereby acknowledge and agree that all compensation paid to you by the Company, whether in the form of cash, equity or any other form of property will be subject to any compensation recapture policies established by the Company from time to time, in its sole discretion, in order to comply with the law, rules or other regulatory requirements applicable to the Company or its employees including without limitation any such policy that is intended to comply with (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Conduct Authority or another applicable regulatory authority.

11.Data Protection. The Company has a legitimate interest in the monitoring and recording of the Company’s or any member of the Affiliated Group’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes. The Company reserves the right for authorized individuals or agents instructed by the Company, to access any program or data held on any computer or other electronic device used by you in the course of performing your duties of employment.

You are required to comply at all times with the Company’s information security and data protection policies as amended from time to time. In particular, you must carry out your duties in such a way as to ensure that the Company complies with its obligations under applicable data protection legislation as in force from time to time. The Company will collect and process personal data about you in connection with your employment and for operating its business. The Company will process such personal data in accordance with applicable data protection legislation as in force from time to
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time. Following the termination of your employment, the Company may also hold, process and disclose such personal data for the purposes of providing references and information to future employers, and if necessary, to governmental, quasi-governmental, regulatory bodies and the general business purposes of the Company.

For further information about how the Company processes personal data and your rights in relation to personal data, consult the privacy and data protection policies, which can be accessed from the company intranet. These policies explain what information about personnel the Company will commonly collect and process. It also explains the reasons for the processing, how long the Company typically keeps personal data, your rights regarding your personal data, when the Company may share personal data, and when the Company may transfer it outside the European Economic Area. Any questions about the Company’s data protection policies or practices, or your rights regarding your personal data should be referred to the Company’s Chief Privacy/Data Protection Officer at privacy@ihsmarkit.com.

12.Outside Interests. So long as you are employed by the Company, you must not, without the written consent of the Company, be in any way, directly or indirectly, employed, engaged or concerned in any business or undertaking where this is likely to be in conflict with the interests of the Company or where this may adversely affect the efficient discharge of your duties.

13.Miscellaneous.

a.Notices. Notices given pursuant to this letter agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company or IHS Markit shall be directed to:

Attn: Sari Granat
Executive Vice President, Chief
Administrative Officer & General Counsel
IHS Markit Ltd.
450 West 33rd Street, Fifth Floor
New York, New York 10001
Facsimile No.: 212-205-7123

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company, with a copy to your attorney if notified in writing to the company.

b.Assignment of this Letter Agreement. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of the Company. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns (and, as applicable, to the members of the Affiliated Group).

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c.The Company may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to, or assignee of, its business and/or assets.

d.Merger of Terms. This letter agreement supersedes all prior discussions and agreements between you and the Company or any member of the Affiliated Group with respect to the subject matters covered herein, except for the relocation benefits provided for in the letter dated January 11, 2019 regarding Relocation/Assignment – United States to London, UK.

e.Indemnification. The Company or another applicable member of the Affiliated Group shall indemnify you to the maximum extent permitted by law and the bylaws applicable to your services as an officer or director of IRS Markit or any member of the Affiliated Group in effect on the date hereof, with respect to the work you have performed on behalf of, or at the request of, the Company or any member of the Affiliated Group during the term of this letter agreement.

f.Governing Law; Amendments. This letter agreement 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. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of IRS Markit.

g.Tax Withholding. The Company may withhold from any amounts payable under this letter agreement, including payment in cash or shares upon the vesting of equity incentive awards, such federal, state or local taxes (including any social security contributions) as shall be required to be withheld pursuant to any applicable law or regulation.

h.No Right to Continued Service. Nothing in this letter agreement shall confer any right to continue in employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of you or the Company, which rights are hereby expressly reserved by each, to terminate your employment at any time and for any reason, with or without Cause.

i.Choice of Forum. The Company and you each hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any New York state or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be
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enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

j.Severability; Captions. In the event that any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this letter agreement are not part of the provisions of this letter agreement will have no force or effect.

k.Section 409A. The terms and provisions of all compensation arrangements (including any payments or benefits provided under this Agreement) are designed and intended to comply with or be exempt from Section 409A and to be exempt from section 457A so as to avoid the application of any additional taxes under such sections. The provisions of this Section 9(k) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A”). Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Section 13(k) to the extent that any regulations or other guidance issued under Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this letter agreement and any other plan, award, arrangement or agreement between you and the Company in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This Section 13(k) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to compensation or benefits described or referenced in this letter agreement or any other plan, award, arrangement or agreement between you and the Company.

To the extent that any payment under this letter agreement is subject to Section 409A and is payable as a result of your termination of employment with the Company, “termination of employment” will be interpreted as “separation from service” (as defined under Section 409A). Your right to receive any installment payments under this letter agreement, including without limitation any continuation salary payments that are payable on the Company’s payroll dates, will be treated as a right to receive a series of separate payments and, accordingly, each such installment payment will at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder will be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

Furthermore, and notwithstanding any contrary provision in this letter agreement or any other plan, award, arrangement or agreement between you and the Company, to the extent necessary to avoid the imposition of taxes, interest and penalties on you under Section 409A, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A), you will not be entitled to any payments upon termination of employment until the
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first day of the seventh month after the termination of employment and any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment.

Furthermore, and notwithstanding any contrary provision in this letter agreement or in any other plan, award, arrangement or agreement between you and the Company that: (i) provides for the payment of nonqualified deferred compensation that is subject to Section 409A; and (ii) conditions payment or commencement of payment on one or more employment-related actions, such as the execution and effectiveness of a release of claims or a restrictive covenant (each an “Employment-Related Action”) (any such plan, award, arrangement or agreement is a “Relevant Plan”):

i.if the Relevant Plan does not specify a period or provides for a period of more than 90 days for the completion of an Employment Related Action, then the period for completion of the Employment Related Action will be the period specified by the Company, which shall be no longer than 90 days following the event otherwise triggering the right to payment; and

ii.if the period for the completion of an Employment- Related Action includes the January 1 next following the event otherwise triggering the right to payment, then the payment shall be made or commence following the completion of the Employment-Related Action, but in no event earlier than that January 1.

l.Parachute Payments. If there is a change in ownership or control of the Company that causes any payment, distribution or benefit provided by the Company (or any person whose actions result in a change in ownership covered by Section 280G(b)(2)), to or for the benefit of the Executive (a “Payment”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by the Executive with respect to such excise tax, the “Excise Tax”) (any such Payment, a “Parachute Payment”), then the following provisions shall apply:

i.If the Parachute Payment, reduced by the sum of (A) the Excise Tax and (B) the total of the federal, state, and local income and employment taxes payable by the Executive on the amount of the Parachute Payment which are in excess of the Threshold Amount (as defined below) (such sum, the “Aggregate Taxes”), are greater than or equal to the Threshold Amount, the Executive shall be entitled to the full benefits payable under this Agreement.

ii.If the Threshold Amount is less than (A) the Parachute Payment, but greater than (B) the Parachute Payment reduced by the sum of the Aggregate Taxes, then the Parachute Payment shall be reduced (but not below zero) to the extent necessary so that the sum of all Parachute Payments shall not exceed the Threshold Amount. In such event, the Parachute Payment shall be reduced in the following order: (1) cash payments not subject to Code Section 409A; (2) cash payments subject to
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Code Section 409A; (3) stock options (and other exercisable awards) that have exercise prices higher than the then fair market value price of the stock (based on the latest vesting tranches), (4) restricted stock and restricted stock units based on the last ones scheduled to be distributed, (5) other stock options based on the latest vesting tranches, and (6) other non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

iii.For the purposes of this section, “Threshold Amount” shall mean three times the Executive’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00).

Please acknowledge your agreement with the terms of this letter agreement by signing and dating the enclosed copy and returning it to me.


Sincerely,
IHS MARKIT
By:/s/ Sari Granat
Name: Sari Granat
Title: Executive Vice President, Chief Administrative Officer and General Counsel

Accepted and Agreed:
/s/ Brian Crotty
(Signature)
Jan. 17, 2020
(Date)
Name:Brian Crotty
Title:Executive Vice President, Head of Global Energy and Natural Resources








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EXHIBIT A

Reporting To..........................Chief Executive Officer of the Company
Principal Work Location........Rockville, MD
Board or Committee Memberships..........................None.
Annual Base Salary................$506,556 less applicable taxes and required withholding.
Annual Cash Incentive Compensation........................
For fiscal year 2020 the annual cash incentive program in which you are eligible to participate shall be the Cash Incentive Plan, as amended or otherwise modified by the HR Committee from time to time. For fiscal year 2020, your target cash incentive opportunity is 100% of your Annual Base Salary (the “Target Cash Incentive”) and the actual incentive payment may range from 0% - 200% of target, based on IHS Markit’s performance and achievement of your individual performance objectives, as determined by the HR Committee



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EXHIBIT 10.2

IHS MARKIT LTD.

AMENDMENT TO AMENDED AND RESTATED
TERMS OF EMPLOYMENT

Amendment dated as of March 9, 2021 (this “Amendment”) to the Amended and Restated Terms of Employment dated January 16, 2020 (the “Employment Agreement”) between IHS Global Inc. (the “Company”) and Brian Crotty (“Executive”).

W I T N E S S E T H

WHEREAS, pursuant to the Employment Agreement, Executive is currently employed as Executive Vice President, Head of Global Energy and Natural Resources of the Company;

WHEREAS, in connection with the execution of this Amendment, IHS Markit Ltd. (“IHS Markit”) has entered into an Agreement and Plan of Merger, dated as of November 29, 2020 (the “Signing Date”), with S&P Global Inc., a New York corporation (“Parent”) and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly-owned, direct subsidiary of Parent (“Merger Sub,” and with IHS Markit and Parent, the “Parties”) (the “Merger Agreement”), pursuant to which the Parties would effect a business combination through the merger of Merger Sub with and into IHS Markit, with IHS Markit being the surviving company and a wholly-owned, direct subsidiary of Parent; and

WHEREAS, the Company and Executive have agreed to amend the terms and conditions of the continued employment of Executive, effective as of the Signing Date.

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by each of the parties, the Company and Executive hereby agree as follows:

1.AMENDMENTS

i.The Company and Executive agree that, in lieu of Section 3(e)(iv)(B) of the Employment Agreement, subject to the consummation of the transactions under the Merger Agreement, any unvested performance-based equity awards held by Executive and granted prior to the consummation of the transactions under the Merger Agreement shall be treated as set forth in the Merger Agreement.

ii.The provision titled “Annual Cash Incentive Compensation” on Exhibit A of the Employment Agreement is hereby amended and restated in its entirety as follows:

Annual Cash Incentive Compensation - For each fiscal year, your target cash incentive opportunity is 100% of your Annual Base Salary (the “Target Cash Incentive”) and the actual incentive payment may range from 0% – 200% of target, based on IHS Markit’s performance and achievement of your individual performance objectives, as determined by the HR Committee.”



    



2.EFFECTIVENESS OF AMENDMENT

This Amendment will become effective on the Signing Date. Except as amended by the terms of this Amendment, the Employment Agreement will remain in full force and effect in accordance with its terms.

***********


[Remainder of Page Left Intentionally Blank]







































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Please acknowledge your agreement with the terms of this Amendment by signing and dating the enclosed copy and returning it to me.

Sincerely,



IHS MARKIT LTD.



___/s/ Sari Granat____________________
Name: Sari Granat
Title: Executive Vice President, Chief
Administrative Officer and General Counsel

Accepted and Agreed:

/s/ Brian Crotty

(Signature)

March 16, 2021_______________________
(Date)
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EXHIBIT 10.3

image.jpg



January 20, 2021

Brian Crotty
c/o IHS Markit
450 West 33rd Street
New York, NY 10011

Dear Brian:

As you are aware, IHS Markit Ltd. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of November 29, 2020 (the “Merger Agreement”), with S&P Global Inc. (“Parent”) and Sapphire Subsidiary, Ltd. (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company being the surviving company and a wholly-owned subsidiary of Parent (the “Merger”). In order to encourage your continued contributions and high level of commitment to the Company (the Company together with its subsidiaries and affiliates, including IHS Global Inc. (“IHS Global Inc.”) and, on and after the Closing Date (as defined in the Merger Agreement), Parent and its subsidiaries and affiliates, the “Affiliated Group”) during the Retention Period (as defined below), you will be eligible to receive a special retention bonus (the “Retention Bonus”) in accordance with, and subject to the terms and conditions of, this letter agreement (this “Agreement”).

1.Retention Bonus. The aggregate amount of your potential Retention Bonus is $1,500,000.00 (the “Retention Amount”). Subject to the terms and conditions of this Agreement, your Retention Bonus will be paid to you in cash on the following schedule:

a.100% of the Retention Amount will be paid as soon as practicable (but in no event later than 60 days) following the twelve (12) month anniversary of the Closing Date (the “Payment Date”).

For purposes of this Agreement, the “Retention Period” is the period beginning on the date of this Agreement and ending on the Payment Date.

2.Conditions to Retention Bonus.

a.The payment of the Retention Amount is conditioned upon (i) the consummation of the Merger; (ii) your continued employment through the Payment Date; and (iii) your compliance in all material respects with the terms of this Agreement. Accordingly, if your employment with the Affiliated Group terminates on or before the Payment Date for any reason, other than if a member of the Affiliated Group terminates your employment without Cause (as defined below) or you
    


terminate your employment for Good Reason (as defined below), then you will not be entitled to the Retention Amount. If a member of the Affiliated Group terminates your employment without Cause or you terminate your employment for Good Reason, the Retention Amount that has not already been paid to you will be paid to you no later than 60 days after the earlier of your termination date or the Closing Date.

b.For purposes of this Agreement, “Cause” means the occurrence of any of the following: (I) to the extent you are a party to an employment agreement or other arrangement with the Company (an “Employment Agreement”) under which Cause is defined, any event or occurrence which would constitute Cause as defined in such Employment Agreement, or (II) if you are not a party to an Employment Agreement, (i)(x) your willful misconduct in the performance of your duties to the Company or (y) your engaging in any other misconduct that results or could reasonably be expected to result in financial, reputational or other harm to the Company; (ii) your breach of any employment, service or restrictive covenant agreement between you and the Company; (iii) gross negligence by you; (iv) any material violation by you of any Company policy, rule, procedure or guideline; (v) your conviction of, or plea of guilty or nolo contendere to, (x) a felony or (y) a misdemeanor involving moral turpitude or fraud; or (vi) your commission of an act of fraud, embezzlement or misappropriation against the Company. You will be provided a 10-day period to cure any of the events or occurrences described in the immediately preceding subsections (ii), (iii) and (iv), to the extent capable of cure during such 10-day period.

c.For purposes of this Agreement, “Good Reason” means the occurrence of either of the following: (i) the reduction of your base salary or wages or (ii) the Company’s relocation of your principal location of work by more than 50 miles (other than any relocation recommended or consented to by you); it being understood, however, that you may be required to travel on business to other locations as may be required or desirable in connection with the performance of your duties as specified in this letter agreement. Notwithstanding the foregoing, neither of the events in clauses (i) or (ii) above will constitute Good Reason for purposes of this Agreement unless (x) you provide the Company with a written notice specifying the circumstances alleged to constitute Good Reason within 90 days after you become aware of the first occurrence of such circumstances, (y) the Company or other member of the Affiliated Group fails to cure such circumstances in all material respects within 30 days following delivery to the Company of such notice and (z) the effective date of the termination of your employment with the Affiliated Group (the “Termination Date”) occurs within 30 days following the expiration of the foregoing cure period, unless another Termination Date is mutually agreed to between you and the Company.

d.You hereby agree that you will use your best efforts to continue to perform your duties and responsibilities relating to your employment with the Affiliated Group for the duration of the Retention Period, except if a member of the Affiliated Group terminates your employment without Cause or you terminate your employment for Good Reason.

e.You agree that this Retention Bonus is in lieu of any cash incentive or equity grant you may have otherwise been eligible to receive between the Closing Date
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and the Payment Date. Should your employment terminate at the conclusion of the Retention Period, you will, however, remain eligible for severance pursuant to your Amended and Restated Terms of Employment dated January 16, 2020 (the “Employment Agreement”), provided that you meet the applicable terms and conditions set forth in the Employment Agreement. For purposes of calculating any severance, your target annual cash incentive opportunity will be the same as it was the day before the Closing Date.

3.Miscellaneous.

a.Governing Law. The terms of this Agreement and all rights and obligations of the parties thereto, including its enforcement, will be interpreted and governed by the laws of the State of New York without regard to the principles of conflicts of laws of the State or those of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.

b.Entire Agreement. The terms contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior negotiations, representations or agreements relating thereto whether written or oral. For the avoidance of doubt, this Agreement will not supersede your Employment Agreement, any other restrictions relating to confidentiality, non-competition or non- solicitation to which you may be subject.

c.Withholding. The Affiliated Group will withhold from any amounts payable under this Agreement such Federal, state or local taxes as may be required to be withheld pursuant to any applicable law or regulation.

d.Section 409A. The terms and provisions of payments provided under this Agreement are designed and intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”) and to be exempt from Section 457A of the Code so as to avoid the application of any additional taxes under such sections. The provisions of this Section 4(d) will only apply if and to the extent required to avoid the imposition of taxes, interest and penalties on you under Section 409A. Section 409A applies to nonqualified deferred compensation which exists if an individual has a “legally binding right” to compensation that is or may be payable in a later year. In furtherance of the objective of this Section 4(d) to the extent that Section 409A would result in your being subject to payment of taxes, interest or penalties under Section 409A, you and the Company agree to use our best efforts to amend this Agreement in order to avoid or limit the imposition of any such taxes, interest or penalties, while maintaining to the maximum extent practicable the original intent of the applicable provisions. This Section 3(d) does not guarantee that you will not be subject to taxes, interest or penalties under Section 409A with respect to payments described in this Agreement.

To the extent that any payment under this Agreement is subject to Section 409A and is payable as a result of your termination of employment, “termination of employment” will be interpreted as “separation from service” (as defined under Section 409A). Your right to receive any payments under this Agreement will be
3

    


treated as a right to receive a series of separate payments and, accordingly, each such payment will at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder will be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A. Furthermore, and notwithstanding any contrary provision in this Agreement, to the extent necessary to avoid the imposition of taxes, interest and penalties on you under Section 409A, if at the time of the termination of your employment you are a “specified employee” (as defined in Section 409A), you will not be entitled to any payments upon termination of employment until the first day of the seventh month after the termination of employment and any such payments to which you would otherwise be entitled during the first six months following your termination of employment will be accumulated and paid without interest on the first day of the seventh month after the termination of employment.

e.No Guarantee of Employment. This Agreement does not and will not be construed as a guarantee of continued employment of you by the Company or any member of the Affiliated Group for any period of time. Your employment remains an employment terminable at will by either party at any time and for any reason and the Affiliated Group reserves all rights as an employer. Nothing herein will give you any claims against the Company or any member of the Affiliated Group for any actions taken by such party, including with respect to the transactions contemplated by the Merger Agreement.

f.Headings. The headings of the sections contained in this Agreement are for convenience of reference only and will not be deemed to control or affect the meaning or construction of any provision of this Agreement.

g.Notice. Notices given pursuant to this Agreement will be in writing and will be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) facsimile, (iii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company will be directed to:

Attn: Sari Granat
Executive Vice President, Chief Administrative
Officer & General Counsel
IHS Markit
450 West 33rd Street, Fifth Floor
New York, New York 10001
Facsimile No.: 212-205-7123

Notices to or with respect to you will be directed to you, or in the event of your death, your executors, personal representatives or distributees, at your home address as set forth in the records of the Company, with a copy to your attorney if notified in writing to the company.

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a.Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original of the party executing the same and all of which together will constitute one and the same instrument.

b.Successors and Assigns. The rights and obligations of the Company under this Agreement will be binding upon its successors and assigns, including, for the avoidance of doubt, Parent and its subsidiaries, and may be assigned by the Company to the successors in interest of the Company. The rights and obligations of you under this Agreement will be binding upon your heirs, legatees, personal representatives, executors or administrators. This Agreement may not be assigned by you, but any amount owed to you upon your death will inure to the benefit of your heirs, legatees, personal representatives, executors, or administrators.

c.Waiver. No delay or omission by the Company or you in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company or you on any one occasion will be effective only in that instance and will not be construed as a bar or waiver of any right on any other occasion.

d.Severability. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

[Signature Page Follows]
























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IHS MARKIT
By:/s/ Lance Uggla
Name: Lance Uggla
Title: Chairman of the Board and Chief Executive Officer

Accepted and Agreed:
/s/ Brian Crotty
Name: Brian Crotty
Dated: Jan 20, 2021

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Exhibit 10.4




imagea.jpg


January 11, 2019

PRIVATE & CONFIDENTIAL

Brian Crotty
SVP, Product Management
OPIS

Dear Brian,

Relocation/Assignment – United States to London, UK

I am pleased to confirm that your assignment has been approved from Rockville, MD United States (“Home”) to London, UK (“Host”) effective April 6, 2019 (“Effective Date”) contingent on your securing a valid work visa in the Host location, for a period of 2 years.

If the date of your move to the Host location changes, or you plan on arriving earlier than the Effective Date, please notify me and your new local HR lead (Joanna Gracia).

Employment Terms

You will remain on your Home location legal entity, payroll, benefits and employment terms through the period of your assignment. You will also remain entitled to annual leave and Bank Holidays according to your Home location policies and legislation.

Your Line Manager, job title and grade remain unchanged.

Work Authorization
In some countries, the local work permit/visa requirements will result in certain limitations to your working conditions such as future job or pay changes. For further information please do not hesitate to reach out to me or your new local HR lead.

Practical Considerations

Please be aware that living and working in another country can be a significant change for you and any dependants, and will likely include disruption and administration on your part to complete the transition. Some of the items you will need to think about include:
    


a.Financial changes such as local pay rates, differences in tax treatment and practical admin and time setting up a bank account;

b.Challenges in setting up personal contracts such as rental or mobile phones, when you are new in country without a credit history;

c.Differences in social benefits available through the local government, and differences in Company provided benefits between countries (and differences in how those benefits may be taxed);

d.Differences in school arrangements, term times, charges and facilities for children;

e.Differences in your contractual arrangements with the Company and employment rights;

f.Be aware of differences in insurance cover, including personal travel which may not be covered by Company benefits, and different insurance costs for driving on international licenses;

g.Local visa/work permit administration and any restrictions that may be connected to the type of arrangement in place;

h.Connecting with local health professionals;

i.Making local accommodation arrangements and all associated utilities, which may be arranged and facilitated in a different way than your current country;

j.Learning local logistics such as driving regulations or public transport.

For more information on living and working in your new location, please refer to your new local HR lead.

Property and IT Set-Up

If applicable please raise an IT Helpdesk ticket to ensure your physical set-up will be ready for you in your new location. This may be required to set up any docking station/ laptop, arrange phone connections and so on. In some countries it may be required to return your existing equipment to be issued with new local items.

Please also ensure you arrange to meet with your new local HR lead, line manager, or other local contact in your first few days to receive an orientation of the office, arrange any security pass or other local set-up as needed.

Stock

Any unvested IHS Markit equity awards you hold will be allowed to vest as scheduled. However, your equity may be taxable in the country where you are at the time of grant, vest or exercise, and in any other countries where you might have lived or worked during the period between grant, vest or exercise. This taxable amount will be apportioned to the time spent in each location. There would be no money due as the tax would be paid using the vested shares. This is likely even though you won’t be on the Host country payroll or terms. If you have any more questions on stock please contact stock @ihsmarkit.com.
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Tax Implications

Please be aware that there may be tax liabilities because of moving between locations, and the receiving of pay and/or benefits in either location. In some jurisdictions, personal travel to such locations would also be counted towards any visa/tax triggers because of frequent business travel.

Country Compliance

From the Effective Date of your assignment you may be subject to employment policies and country laws of the Host location, despite staying on your Home country arrangements. Your new local HR lead (Joanna Gracia) can support you with any questions on the local environment.

Assignment Support

The Company will support your assignment to the Host location along with your spouse.
Please note that IHS Markit cannot provide personal tax guidance and is not responsible for personal tax obligations that this relocation may trigger in either country. It is highly recommended that you secure a personal tax accountant to assist you with your taxes.

The Company is supportive of your travel, however you are responsible for the arrangements and costs. You will also be responsible for ensuring your travel remains within the approved timelines, and you agree to sharing travel dates with HR when requested to ensure compliance and avoidance of risk such as tax liability triggers.

Visas

IHS Markit will assist you in obtaining a work visa for you and relevant residential visas for your eligible accompanying dependants. In many countries, the necessary visa, passport and/or work permits must be granted before the individual begins work in the Host location and any dependants relocate.

There may be a separate ‘clawback’ process for the costs incurred for immigration should your employment with Company end within a certain time for certain reasons. Further details will be provided to you by your new Host country HR lead who will be working with you on the visa process.

Air Travel

IHS Markit will provide you with a one-way economy class airline ticket (or relevant ticket as applicable under the terms of the current travel policy) to the Host location as part of your relocation. You can book your flight via the current IHS Markit travel provider.

Medical Coverage

While on assignment you can utilise our international healthcare plan, details of which will be provided to you separately from the Benefits team. You will be responsible for all cost directly involved for your international coverage. Any reimbursement to the company will be dependent on your plan choice.
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Allowance

Beginning at your effective date of the assignment, you will be eligible for an allowance of $175,000 per annum for the 2 year period to be paid on a semi-monthly basis in accordance with the current US payroll schedule for the duration of the assignment. All expenses incurred for your assignment will be your responsibility and should be covered with this additional payment.

Tax Services

The company will not provide direct tax services in regards to your assignment. You will have the option to utilize our current Company-appointed tax consultant, PricewaterhouseCoopers (PWC), and all costs will be at your own expense.

Tax Impact

Please note that in some countries the provision of the above services may be classed as a taxable benefit. IHS Markit cannot provide personal tax guidance and is not responsible for personal tax obligations that this relocation may trigger in either country. It is highly recommended that you secure a personal tax accountant to assist you with your taxes.

Termination of Support

The Company reserves the right to require repayment, on a prorated basis, of any direct payments, reimbursements or payments to yourself or a third party in the event an employee doesn’t complete the move, fails to provide adequate documentation when reasonably requested to do so and/or if the employee resigns or is discharged for cause within twelve months of the effective date of the move as calculated from the date of resignation/date departure from the Company is confirmed. Employees terminated from the Company through reason of redundancy will not be required to make a repayment.

The Company reserves the right to withdraw approval for the relocation should business circumstances change, before a move takes place. In such circumstances the employee will not be required to make a repayment.

Any clawback or withdrawal of service will be determined by the prevailing local laws of the service/payments being offered.

Please refer to the Global Relocation Policy for full terms and conditions.

Completed months since relocationAmount Reimbursable to the Company
0-6 months100%
6-9 months75%
9-12 months50%
Over 12 months0%




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Next Steps

We will first require you to sign and return this Relocation Letter to agree to the terms of your physical move and the support in place (where applicable). Once signed, the Global Mobility Team with local HR contacts will initiate any required visa process.

Once we have any required visas secured, any required employment contracts signed, and clarity on your planned travel dates, we will then confirm your official Transfer Date to the new location to instruct Payroll.

If you have any questions on your relocation process, don’ t hesitate to reach out to the Global Mobility Team; Emma Twining-Smith, Maryann Daly or Alissa Shelton-Twiss.


Please sign and return a copy of this letter to the undersigned. Please do not hesitate to contact your line manager or me with any questions.

Yours sincerely,
Damien Teisseire
VP, Total Rewards & Global Mobility


Copy to Home & Host HR teams

I acknowledge and concur with the terms set out above.
/s/ B. Crotty1/15/19
Employee SignatureDate













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Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED
I, Lance Uggla, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of IHS Markit Ltd.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 23, 2021
 
    /s/ Lance Uggla
Lance Uggla
Chairman and Chief Executive Officer



Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT, AS AMENDED
I, Jonathan Gear, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of IHS Markit Ltd.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 23, 2021
 
    /s/ Jonathan Gear
Jonathan Gear
Executive Vice President and Chief Financial Officer



Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of IHS Markit Ltd. (the “Company”), that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended May 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such report. A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: June 23, 2021
 
    /s/ Lance Uggla
Lance Uggla
Chairman and Chief Executive Officer
    /s/ Jonathan Gear
Jonathan Gear
Executive Vice President and Chief Financial Officer





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