As filed with the Securities and Exchange Commission on August 22, 2012
Registration No. 333-         
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Verisk Analytics, Inc.
(Exact Name of Registrant as specified in its charter)
Delaware
 
26-2994223
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
545 Washington Boulevard
Jersey City, NJ 07310-1686
 
 
(Address including zip code of Principal Executive Offices)
 
Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan
(Full title of the plan)
     
 
Kenneth E. Thompson
Executive Vice President, General Counsel and Corporate Secretary
545 Washington Boulevard
Jersey City, NJ 07310-1686
(201) 469-2000
 
 
(Name, address and telephone number, including area code, of agent for service)
 
Copy to:
 
 
Jeffrey P. Crandall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
Accelerated filer  o
 
Non-accelerated filer  o   (Do not check if a smaller reporting company)
Smaller reporting company  o


 
 
 
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum  Aggregate Offering Price (2)
Amount of Registration Fee (3)
Class A Common Stock, par value $0.001 per share, to be issued under the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan
2,000,000
$46.23
$92,460,000.00
$10,595.92
Total Common Stock
       
(1)
This Registration Statement on Form S-8 (this “Registration Statement”) covers (i) shares of Class A Common Stock, par value $0.001 per share (“Common Stock”) of Verisk Analytics, Inc. (the “Registrant”), issuable pursuant to the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan (the “Plan”); and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split or other similar transaction.
 
(2)
Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee on the basis of 95% of $48.66, the average of the high and low prices reported for a share of Common Stock on the NASDAQ Global Select Market on August 16, 2012.  Pursuant to the Plan, the exercise price per share of Common Stock will be 95% of the fair market value of a share of the Registrant’s Common Stock on the Exercise Date of the applicable Offering Period (as such terms are defined in the Plan).
 
(3)
Rounded up to the nearest penny.
 
PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act.  In accordance with the rules and regulations of the Securities and Exchange Commission and the instructions to Form S-8, such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.
 
The following documents are incorporated herein by reference:
 
(a)    The Registrant’s Annual Report on Form 10-K (Registration No. 001-34480) for the fiscal year ended on December 31, 2011.
 
(b)    All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the filing of the form referred to in (a) above.
 
(c)    The description of the Registrant’s capital stock which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-34480), dated October 5, 2009, including any amendments or supplements thereto.
 
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
 
 
2
 
 
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
 
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4.  Description of Securities.
 
Not applicable.
 
Item 5.  Interests of Named Experts and Counsel.
 
Certain legal matters with respect to the offering of the shares of Common Stock registered hereby have been passed on by Kenneth E. Thompson, Esq., Executive Vice President, General Counsel and Corporate Secretary of the Registrant.  Mr. Thompson is eligible to participate in the Plan.
 
Item 6.  Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant.  The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Twelfth of the Registrant’s Certificate of Incorporation provides for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.
 
Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation provides for such limitation of liability.
 
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 
Item 7.  Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.  Exhibits.
 
Exhibit Number
   
4.1
 
Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
 
 
 
3
 
 
4.2
 
Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
     
5
 
Opinion of Kenneth E. Thompson, Esq. (filed herewith)
     
23.1
 
Consent of Deloitte & Touche LLP (filed herewith)
     
23.2
 
Consent of Ehrhardt Keefe Steiner & Hottman PC (filed herewith)
     
23.3
 
Consent of Kenneth E. Thompson, Esq. (included in Exhibit 5)
     
24
 
Power of Attorney (included in the signature pages hereof)
     
99.1
 
Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan, as amended (filed herewith)
 

Item 9.  Undertakings.
 
(a)    The undersigned Registrant hereby undertakes:
 
(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
(iii)    To include any material information with respect to the Plan not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
4
 
 
(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
5
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on this 22 nd day of August, 2012.
 
Verisk Analytics, Inc.
 
 
 
By:
/s/ Frank J. Coyne
Name:
Frank J. Coyne
Title:
Chief Executive Officer and
Chairman of the Board of Directors



 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne and Kenneth E. Thompson, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
 
 
Signature
 
Title
Date
/s/ Frank J. Coyne
 
Chief Executive Officer and Chairman of the Board of Directors
August 22, 2012
Frank J. Coyne
 
(Principal Executive Officer)
 
       
/s/ Mark V. Anquillare
 
Executive Vice President and Chief Financial Officer
August 22, 2012
Mark V. Anquillare
 
(Principal Financial Officer and Principal Accounting Officer)
 
       
/s/ J. Hyatt Brown
 
Director
August 22, 2012
J. Hyatt Brown
     
       
/s/ Glen A. Dell
 
Director
August 22, 2012
Glen A. Dell
     
       
/s/ Christopher M. Foskett
 
Director
August 22, 2012
Christopher M. Foskett
     
       
/s/ Constantine P. Iordanou
 
Director
August 22, 2012
Constantine P. Iordanou
     
       
/s/ John F. Lehman, Jr.
 
Director
August 22, 2012
John F. Lehman, Jr.
     
       
/s/ Samuel G. Liss
 
Director
August 22, 2012
Samuel G. Liss
     
       
/s/ Andrew G. Mills
 
Director
May 16, 2012
Andrew G. Mills
     
       
/s/ Thomas F. Motamed
 
Director
August 22, 2012
Thomas F. Motamed
     
 
 
 
 
 
 
       
/s/ Arthur J. Rothkopf
 
Director
August 22, 2012
Arthur J. Rothkopf
     
       
/s/ David B. Wright
 
Director
May 18, 2012
David B. Wright
     


 
 
 
 
EXHIBIT INDEX
 

 
Exhibit Number
   
4.1
 
Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
     
4.2
 
Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1, dated September 21, 2009 (Registration No. 333-152973))
     
5
 
Opinion of Kenneth E. Thompson, Esq. (filed herewith)
     
23.1
 
Consent of Deloitte & Touche LLP (filed herewith)
     
23.2
 
Consent of Ehrhardt Keefe Steiner & Hottman PC (filed herewith)
     
23.3
 
Consent of Kenneth E. Thompson, Esq. (included in Exhibit 5)
     
24
 
Power of Attorney (included in the signature pages hereof)
     
99.1
 
Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan, as amended (filed herewith)
 
EXHIBIT 5
 
 
[Insert Verisk Letterhead]
 
August 22, 2012

Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
 
Ladies and Gentlemen:
 
 
I am Executive Vice President, General Counsel and Corporate Secretary of Verisk Analytics, Inc., a Delaware corporation (the “Company”), and have acted as counsel in connection with the filing of the Registration Statement on Form S-8 under the Securities Act of 1933, as amended, relating to 2,000,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.001 per share, deliverable pursuant to the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan (the “Plan”).
 
 
I have examined such documents and such matters of fact and law as we have deemed necessary for the purposes of rendering the opinion expressed herein.
 
 
Upon the basis of the foregoing, I am of the opinion that the Shares, when delivered in accordance with the Plan upon receipt by the Company of adequate consideration therefor, will be validly issued, fully paid and nonassessable.
 
 
I consent to the filing of this opinion as an exhibit to the Registration Statement.
 
 

 
 
Very truly yours,
   
 
/s/ Kenneth E. Thompson
   
 
Kenneth E. Thompson, Esq.
Executive Vice President, General Counsel and Corporate Secretary
   

 
 
EXHIBIT 23.1
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements and financial statement schedule of Verisk Analytics, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting dated February 28, 2012, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2011.

/s/ DELOITTE & TOUCHE LLP
 
DELOITTE & TOUCHE, LLP
 
August 22, 2012

EXHIBIT 23.2
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Verisk Analytics, Inc. (the “ Company ” ) of our (i) report dated June 8, 2011 with respect to the consolidated financial statements of MediConnect Global, Inc. and subsidiaries for the years ended March 31, 2011 and 2010, and (ii) report dated March 20, 2012 with respect to the consolidated financial statements of MediConnect Global, Inc. and subsidiaries for the period ended December 31, 2011, each as appearing in the Company’s Current Report on Form 8-K/A filed on May 31, 2012.
 

 
 
/s/ Ehrhardt Keefe Steiner & Hottman PC
 
Ehrhardt Keefe Steiner & Hottman PC
Boulder, Colorado
August 22, 2012

 
 
Exhibit 99.1

VERISK ANALYTICS, INC.
2012 EMPLOYEE STOCK PURCHASE PLAN,
as amended


The following constitute the provisions of the Employee Stock Purchase Plan of Verisk Analytics, Inc., effective as of the first day of the calendar quarter following the effective date.

1. Purpose . The purpose of the Plan is to provide Employees of the Company and its Subsidiaries with an opportunity to purchase Shares of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that Section of the Code.

2. Definitions.

(a) “Base Salary” shall have the meaning specified in paragraph 2(g).

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

 
(d) “Committee” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder.  The Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) an “independent director” for purposes of the rules of the applicable stock market or exchange on which the Shares are quoted or traded, to the extent required by such rules.  The Board may designate one or more Directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.

 
(e) “Common Stock” shall mean Class A common stock, $0.001 par value, of the Company.

 
(f) “Company” shall mean Verisk Analytics, Inc., a Delaware corporation, or any successor which adopts this Plan.

 
(g) “Compensation” for the Offering Period shall mean (i) base salary received during the Offering Period by an Eligible Employee for services to the Employer (“Base Salary”) and (ii) any amounts received during the Offering Period as an Eligible Employee under the Company’s Short Term Incentive program (“STI Amount”), and shall exclude any other incentive payments, commissions, overtime or any other form of compensation that may be paid from time to time to the Employee from the Employer.  Base salary for Participants shall be pro-rated based upon the base salary which he or she receives on each pay date during the Offering Period.

 
(h) “Continuous Status as an Employee” shall mean the absence of any interruption or termination of service as an Employee. Continuous status as an Employee shall not be considered interrupted in the case of a leave of absence except as provided in paragraph 10(b).
 
 
 
A-1
 

 
 
(i) “Designated Subsidiary” shall mean, with respect to an Offering Period, each of the Subsidiaries designated in the Appendix attached to this Plan as having adopted the Plan. In addition, such term shall include each Subsidiary as may be designated by the Board or the Committee from time to time among a group consisting of the Company and its Subsidiaries, including corporations that become Subsidiaries after the adoption and approval of the Plan.

(j) “Eligible Employee” shall have the meaning specified in paragraph 3(a).

 
(k) “Employee” shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Employer.

 
(l) “Employer” shall mean, with respect to an Offering Period, the Company and each of its Designated Subsidiaries.

(m) “Enrollment Date” shall mean the first day of each Offering Period.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(o) “Exercise Date” shall mean the last day of each Offering Period.

(p) “Exercise Price” shall have the meaning specified in paragraph 7(b).

(q) “Offering Period” shall mean the period described in paragraph 4.

 
(r) “Participant” shall mean an Eligible Employee who has elected to participate in the Plan.

 
(s) “Participant Account” shall mean that separate account maintained under the Plan to record the amount that a Participant has contributed to the Plan during an Offering Period.

 
(t) “Plan” shall mean the Verisk Analytics, Inc. Employee Stock Purchase Plan.

(u) “Share” shall mean a share of Common Stock.

 
(v) “Stock Administrator” shall mean the administrator appointed by the Board or the Committee pursuant to paragraph 13 to administer the Plan.

 
(w) “STI Amount” shall have the meaning specified in paragraph 2(g).

 
(x) “Subsidiary” shall mean a corporation, domestic or foreign, of which at the time of the granting of an option pursuant to paragraph 7, not less than fifty percent (50%) of the total combined voting power of all classes of stock are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

3. Eligibility.

 
(a) General Rule . Any full or part time Employee who has completed an hour of service with the Employer as of any Enrollment Date and whose customary employment is for more than five months in any calendar year shall be eligible to participate as an “Eligible Employee” during the Offering Period beginning on such Enrollment Date, subject to the requirements of paragraph
 
 
 
A-2
 
 
5 and the limitations imposed by Section 423(b) of the Code; provided, however, that an Employee of a Designated Subsidiary who is a citizen or resident of a foreign jurisdiction shall not be an “Eligible Employee” if the grant of an option under the Plan to such Employee would be prohibited under the laws of such foreign jurisdiction or the grant of an option to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined by the Committee in its sole discretion.
 
(b) Exceptions . Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option to purchase Shares under the Plan if:

 
(i) Immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock (including for purposes of this paragraph 3(b) any stock he or she holds outstanding options to purchase) possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary computed in accordance with the Section 423(b)(3) of the Code, or

 
(ii) Such option would permit such Employee’s right to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time, in accordance with the provisions of Section 423(b)(8) of the Code.

4. Offering Periods . Each calendar quarter shall be an Offering Period, and the initial Offering Period shall, subject to shareholder approval of the Plan in accordance with paragraph 20, be the quarter beginning on October 1, 2012.

5. Participation. An Eligible Employee shall become a Participant by completing a subscription agreement in such form as shall be specified by the Company (“Subscription Agreement”), and returning it to the Stock Administrator prior to the Enrollment Date for the applicable Offering Period, unless a later time for filing the Subscription Agreement is set by the Board or the Committee for all Eligible Employees with respect to such Offering Period.

6. Payment for Shares

 
(a) At the time a Participant files his or her Subscription Agreement, such Participant shall elect to have (i) payroll deductions made on each pay date during the Offering Period at a whole percentage rate not to exceed twenty percent (20%) of the Base Salary which he or she receives on each pay date during the Offering Period and (ii) a deduction made during the Offering Period at a whole percentage rate not to exceed fifty percent (50%) of any STI Amount which he or she receives on any day during the Offering Period.

 
(b) All deductions during an Offering Period that are made from a Participant’s Base Salary and STI Amount shall be credited to his or her Participant Account under the Plan. A Participant may not make any separate cash payment into his or her Participant Account.

 
(c) A Participant may discontinue his or her participation in the Plan as provided in paragraph 10, but no other change can be made during an Offering Period and, for the avoidance
 
 
 
A-3
 
of doubt, a Participant may not alter the amount of his or her Base Salary or STI Amount deductions for that Offering Period.
7. Grant of Option.

 
(a) On the Enrollment Date for each Offering Period, each Participant shall be granted an option to purchase on the applicable Exercise Date, a maximum number of 5,000 Shares; provided, however , that the number of Shares subject to such option shall be reduced, if necessary, to a number of Shares which would not exceed the limitations described in paragraph 3(b) and paragraph 12(a) hereof.

 
(b) The exercise price per Share offered in a given Offering Period (the “Exercise Price”) shall be ninety-five percent (95%) of the fair market value of a Share on the Exercise Date of such Offering Period. The fair market value of a Share on an Exercise Date shall be the closing price of such Share as reported by NASDAQ on such date or the most recent trading date preceding such date (or if the Shares did not trade on such date, for the most recent trading day preceding the Exercise Date, as the case may be, on which the Shares traded).

8. Exercise of Option . The Participant’s option for the purchase of Shares will be exercised automatically on the Exercise Date of the Offering Period by purchasing the maximum number of Shares subject to such option which may be purchased at the Exercise Price with the funds in his or her Participant Account unless prior to such Exercise Date the Participant has withdrawn from the Offering Period pursuant to paragraph 10. During a Participant’s lifetime, a Participant’s option to purchase Shares hereunder is exercisable only by such Participant.

9. Delivery . Shares issued pursuant to the exercise of the option will be held in custody by the Stock Administrator until the later of (a) termination of the Participant’s Continuous Status as an Employee or request by the Participant for delivery of all Shares or (b) satisfaction by the Participant of the holding periods described in Section 423(a)(i) of the Code with respect to such Shares (the “Applicable Holding Periods”), provided that the Participant may request, prior to the satisfaction of the Applicable Holding Periods, that, subject to paragraph 22, some or all of such Shares be sold through the Stock Administrator in accordance with procedures established by the Stock Administrator.  All dividends issued on Shares held by the Stock Administrator on behalf of the Participant will be credited to the Participant’s account and will be reinvested in additional Shares.  A Participant will not be entitled to any dividends with respect to options to purchase Shares under the Plan.  Shares shall be delivered within forty-five (45) days after termination of a Participant’s Continuous Status as an Employee or receipt of such request by the Participant for delivery of all Shares, provided that the Applicable Holding Periods have been satisfied.

10. Withdrawal; Termination of Employment.

 
(a) A Participant may withdraw all, but not less than all, of the payroll deductions credited to his or her Participant Account for the applicable Offering Period by delivery to the Stock Administrator of notice, in the form specified by the Company, on any date up to and including the 15 th calendar day of the last month of the applicable Offering Period. All of the Participant’s payroll deductions credited to his or her Participant Account for such Offering Period will be paid to such Participant as soon as practicable after receipt of his or her notice of withdrawal. Such withdrawal shall permanently terminate the Participant’s participation for the Offering Period in which the withdrawal occurs.
 
 
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(b) In the event of the termination on or before the Exercise Date of the Participant’s Continuous Status as a Employee for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Participant (or the Participant’s estate, in the case of the Participant’s death) shall receive any funds in his or her Participant Account as soon as practicable after the date of such withdrawal; provided, however, that a Participant who goes on a leave of absence shall be permitted to remain in the Plan with respect to an Offering Period which commenced prior to the beginning of such leave of absence. Base Salary or STI Amount deductions, as applicable, for a Participant who has been on a leave of absence will resume upon return to work at the same rate as in effect prior to such leave unless the leave of absence begins in one Offering Period and ends in a subsequent Offering Period, in which case the Participant shall not be permitted to re-enter the Plan until a new Subscription Agreement is filed with respect to an Offering Period which commences after such Participant has returned to work from the leave of absence.

 
(c) A Participant’s withdrawal from one Offering Period will not have any effect upon his or her eligibility to participate in a different Offering Period or in any similar Plan which may hereafter be adopted by the Company.

11. Interest . No interest shall accrue on the Base Salary or STI Amount deductions of a Participant in the Plan.

12. Shares.

 
(a)  The maximum number of Shares which shall be made available for sale under the Plan shall be two million (2,000,000) Shares, subject to adjustment upon changes in capitalization of the Company as provided in paragraph 17.  Either authorized and unissued Shares or issued Shares heretofore or hereafter reacquired by the Company may be made subject to purchase under the Plan, in the sole and absolute discretion of the Board or the Committee. Further, if for any reason any purchase of Shares pursuant to an option under the Plan is not consummated, the Shares subject to the applicable Subscription Agreement may be made available for sale pursuant to a new Subscription Agreement under the Plan. If, on a given Exercise Date, the Shares with respect to which options are to be exercised exceed the Shares then available under the Plan, the Company shall make a pro rata allocation of the remaining Shares that are available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Company shall give notice to each Participant of such reduction in the number of Shares which such Participant shall be allowed to purchase. Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue Shares hereunder if, in the opinion of counsel for the Company, such issuance would constitute a violation of federal or state securities laws or the laws of any country.

 
(b) Neither the Participant nor his or her beneficiaries will have any interest or other right in, or dividend or voting rights with respect to, Shares covered by his or her option until such option has been exercised and the related Shares have been purchased under the Plan.

13. Administration. The Plan shall be administered by the Committee.  Members of the Board who are Eligible Employees are permitted to participate in the Plan; provided, however, that members of the Board who are Eligible Employees may not vote on any matter affecting the administration of the Plan or the grant of any option pursuant to the Plan. The Committee shall have the following powers and duties:
 
 
 
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(a) To direct the administration of the Plan by the Stock Administrator in accordance with the provisions herein set forth;

 
(b) To adopt rules of procedure and regulations necessary for the administration of the Plan, provided that such rules are not inconsistent with the terms of the Plan;

 
(c) To determine, in its sole discretion, all questions with regard to rights of Employees and Participants under the Plan, including but not limited to, the eligibility of an Employee to participate in the Plan;

(d) To enforce the terms of the Plan and the rules and regulations it adopts;

 
(e) To direct or cause the Stock Administrator to direct the distribution of the Shares purchased hereunder;

 
(f) To furnish or cause the Stock Administrator to furnish the Employer with information which the Employer may require for tax or other purposes;

 
(g) To engage the service of counsel (who may, if appropriate, be counsel for the Employer) and agents whom it may deem advisable to assist it with the performance of its duties;

 
(h) To prescribe procedures to be followed by Eligible Employees in electing to participate herein;

 
(i) To receive from each Employer and from Eligible Employees such information as shall be necessary for the proper administration of the Plan;

 
(j) To maintain, or cause the Stock Administrator to maintain, separate accounts in the name of each Participant to reflect his or her Participant Account under the Plan;

(k) To interpret and construe the Plan in its sole discretion; and

 
(l) To make any changes or modifications necessary to administer and implement the provisions of the Plan in any foreign country to the fullest extent possible.

14. Transferability . Neither any monies credited to a Participant’s Participant Account nor any rights with regard to the exercise of an option to purchase Shares under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will or by laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company shall treat such act as an election to withdraw funds in accordance with paragraph 10.

15. Use of Funds. All Base Salary or STI Amount deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such funds.

16. Reports. Individual Participant Accounts will be maintained for each Participant, and statements will be given to Participants promptly following an Exercise Date, which statements will set forth the amount of Base Salary or STI Amount deductions for the applicable Offering Period, the per-Share purchase price, the number of Shares purchased, and the remaining cash balance, if any.

 
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17. Adjustments Upon Changes in Capitalization and Certain Transactions . Except as would cause the Plan to fail to satisfy the requirements of Section 423 of the Code: (a) in the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split (including a stock split in the form of a stock dividend), reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to outstanding options as the Committee, in its sole discretion, deems equitable or appropriate taking into consideration any applicable accounting and tax consequences, including such adjustments in the limitations in paragraph 7(a) and paragraph 12 and in the class and number of Shares and Exercise Price with respect to outstanding options under the Plan and (b) in the event of any transaction or event described in (a) above, or any unusual or nonrecurring transaction or events affecting the Company or any changes in applicable laws, regulations or accounting principles, the Committee, in its sole discretion and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions:

(a)    To provide for either (i) termination of any outstanding option in exchange for an amount of cash, if any, equal to the amount that would have been obtained upon exercise of such option had such option been currently exercisable or (ii) the replacement of such outstanding option with other rights or property selected by the Committee in its sole discretion;

(b)    To provide that the outstanding options under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and exercise prices;

(c)    To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding options under the Plan and/or in the terms and conditions of outstanding options and options which may be granted in the future;

(d)    To provide that all outstanding options shall terminate without being exercised.

Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation.  Except as expressly provided in the Plan or pursuant to action of the Committee, no issuance by the Company or shares of stock of any class, or securities convertible into stock of any class, shall affect, and no adjustment by reason thereof, shall be made with respect to, the number of Shares subject to an option or the grant or Exercise Price of any option.

18. Amendment or Termination. The Board may at any time and for any reason terminate or amend the Plan; provided, however, that the Board shall not, without the approval of the stockholders of the Company, (i) increase the maximum number of Shares which may be issued under the Plan (except pursuant to paragraph 17) or (ii) amend the requirements as to the class of employees eligible to purchase Shares under the Plan, or, if a committee is appointed as the Stock Administrator pursuant to paragraph 13, permit the members of such committee to participate in the Plan. The Plan shall automatically terminate on the Exercise Date that Participants become entitled to purchase a number of Shares greater than the number available for purchase under paragraph 12. Except as specifically provided in the Plan, as required to comply with Section 423 of the Code, or as required to obtain a favorable ruling from the Internal Revenue Service, no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant without the consent of such Participant.

 
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19. Notices.

(a)    All notices or other communications by an Eligible Employee or a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

(b)    All notices or other communications by the Employer, the Company, the Board or the Committee under or in connection with the Plan shall be deemed to have been duly given when (a) personally delivered, including electronic transmission in such form as the Board or the Committee shall direct, or (b) placed in the mail of the country of the sender in an envelope addressed to the last known address of the person to whom the notice is given.

20. Shareholder Approval . The effectiveness of the Plan shall be subject to approval by the shareholders of the Company within twelve months before or after the date the Plan is adopted by the Board. Notwithstanding any provision to the contrary, failure to obtain such shareholder approval shall void the Plan, any options granted under the Plan, any Share purchases pursuant to the plan, and all rights of all Participants.

21. Conditions Upon Issuance of Shares . Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated under both sets of laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

22. Withholding; Disqualifying Disposition. Notwithstanding any other provision of the Plan, at the time a Participant’s option under the Plan is exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan are disposed of by a Participant, the Participant must make adequate provision for his or her Employer’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Shares.  At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation, the amount necessary for the Company to meet applicable tax withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to a sale or early disposition of Shares by the Participant.

23. Term of Plan. The Plan shall become effective as of October 1, 2012, subject to its approval by the stockholders of the Company as described in paragraph 20. It shall continue in effect until September 30, 2022 unless sooner terminated under paragraph 18 or 20.

24. No Rights Implied. Nothing contained in the Plan, any modification or amendment to the Plan, or the creation of any Participant Account, the execution of any Subscription Agreement, or the issuance of any Shares, shall give any Employee or Participant any right to continue his or her employment, any legal or equitable right against the Employer or Company or any officer, director, or employee of the Employer or the Company, or interfere in any way with the Employer’s or the
 
 
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Company’s right to terminate or otherwise modify an Employee’s employment at any time, except as expressly provided by the Plan.

25. Severability . In the event any provision of the Plan shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan, but such provision shall be fully severable and the Plan shall be construed and enforced as if the illegal or invalid provision had never been included herein.

26. Waiver of Notice . Any person entitled to notice under the Plan may waive such notice.

27. Successors and Assigns . The Plan shall be binding upon all persons entitled to purchase Shares under the Plan, their respective heirs, legatees, and legal representatives, including, without limitation, such person’s estate and the executors, any receiver, trustee in bankruptcy or representative of creditors of such person, and upon the Employer, its successors and assigns.

28. Headings . The titles and headings of the paragraphs are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

29. Law. All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Employer to sell and deliver Shares under the Plan is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

30. Participating Employers. This Plan shall constitute the Employee Stock Purchase Plan of the Company and each Designated Subsidiary. A Designated Subsidiary may withdraw from the Plan as of any Enrollment Date by giving written notice to the Board, which notice must be received by the Board at least thirty (30) days prior to such Enrollment Date.


 
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APPENDIX
 

Verisk Analytics, Inc.
Employee Stock Purchase Plan


DESIGNATED SUBSIDIARIES
AS OF
May 15, 2012



Insurance Services Office, Inc.
 
3E Company Environmental, Ecological and Engineering
 
AIR Worldwide Corporation
 
Atmospheric and Environmental Research, Inc.
 
Bloodhound Technologies, Inc.
 
Crowe Paradis Service Corporation
 
HSE Systems, Inc.
 
Intellicorp Records, Inc.
 
Interthinx, Inc.
 
ISO Claim Services, Inc.
 
ISO Screening Investigations, Inc.
 
ISO Services, Inc.
 
MediConnect Global, Inc.
 
MediConnect.net, Inc.
 
Quality Planning Corporation
 
Strategic Analytics, Inc.
 
Verisk Crime Analytics, Inc.
 
Verisk Health, Inc.
 
Verisk Health Solutions, Inc.
 
Xactware Solutions, Inc.
 
 
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